Press Release: Basilea announces completion of its transaction involving a partial repurchase of its existing bond and the issuance of a new bond | message
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR
INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
Basel, Switzerland, July 28, 2020
Basilea Pharmaceutica Ltd. (“Basilea” or the “Company”) announces today
that it completed the repurchase of CHF 47,085,000 in nominal value of
outstanding convertible bonds due 2022 (ISIN: CH0305398148; SSN:
30,539,814) (“Existing Bonds”) within its partial repurchase offer and
the issuance of CHF 97,085,000 new convertible bonds due 2027 (ISIN:
CH0554992062; SSN: 55,499,206) (“New Bonds”).
By repurchasing CHF 47,085 million of its CHF 200 million existing bonds
and by issuing CHF 97,085 million New Bonds, the Company managed to make
a substantial step in its goal to improve the maturity structure of its
debt. Basilea has also earmarked the major part of the net proceeds from
the issuance of the New Bonds not used in the repurchase of the Existing
Bonds, to further optimize the debt maturity structure.
About Basilea
Basilea Pharmaceutica Ltd. is a commercial-stage biopharmaceutical
company, focused on the development of products that address the medical
challenges in the therapeutic areas of oncology and infectious diseases.
With two commercialized drugs, the company is committed to discovering,
developing and commercializing innovative pharmaceutical products to
meet the medical needs of patients with serious and life-threatening
conditions. Basilea Pharmaceutica Ltd. is headquartered in Basel,
Switzerland and listed on the SIX Swiss Exchange (SIX: BSLN). Additional
information can be found at Basilea’s website www.basilea.com.
Disclaimer
This announcement regarding the Repurchase Offer does not constitute an
offer or an invitation to participate in the Repurchase Offer or the
Offering in any jurisdiction in which, or to any person to or from which,
it is unlawful to make such invitation or for there to be such
participation under applicable securities laws. The distribution of this
press release in certain jurisdictions may be restricted by law. Persons
into whose possession this press release comes are required to inform
themselves about, and to observe, any such restrictions.
No action has been or will be taken in any jurisdiction in relation to
the Repurchase Offer that would permit a public offering of securities
in any such jurisdiction.
United States
The Repurchase Offer is not being made, and will not be made, directly
or indirectly, in or into, or by use of the mail of, or by any means or
instrumentality of interstate commerce of or of any facilities of a
national securities exchange of, the United States or to or for the
account or benefit of, U.S. persons as defined in Regulation S of the
Securities Act (each a “U.S. person”). This includes, but is not limited
to, facsimile transmission, electronic mail, telex, telephone and the
internet and other forms of electronic communication. The Bonds may not
be tendered for purchase pursuant to the Repurchase Offer by any such
use, means, instrumentality or facility from or within the United States
or by any persons located or resident in the United States as defined in
Regulation S of the U.S. Securities Act of 1933, as amended (the
“Securities Act”) or to U.S. persons. Accordingly, copies of the
Repurchase Offer Notice and any other documents or materials relating to
the repurchase offer are not being, and must not be, directly or
indirectly, mailed or otherwise transmitted, distributed or forwarded
(including, without limitation, by custodians, nominees or trustees) in
or into the United States or to persons located or resident in the
United States or to U.S. persons. Any purported offers to tender bonds
according to the Repurchase Offer resulting, directly or indirectly, from
a violation of these restrictions will be invalid, and any purported
tender of bonds made by a U.S. person, a person located or resident in
the United States or from within the United States or from any agent,
fiduciary or other intermediary acting on a non-discretionary basis for
a principal giving instructions from within the United States or any
U.S. person will not be accepted.
Each Bondholder participating in the Repurchase Offer will represent to
the Offeror, the Joint Dealer Managers and the Tender Agent that it is
not located or resident in the United States and is not a U.S. person
and is not giving an order to participate in the Repurchase Offer from
within the United States or on behalf of a U.S. person.
United Kingdom
The communication of the Repurchase Offer Notice and any other documents
or materials relating to the Repurchase Offer is not being made and such
documents and / or materials have not been approved by an authorized
person for the purposes of section 21 of the Financial Services and
Markets Act 2000, as amended. Accordingly, such documents and / or
materials are not being distributed to, are not directed at and must not
be passed on to, the general public in the United Kingdom. The
communication of such documents and / or materials as a financial
promotion is only being made to persons within the United Kingdom
falling within the definition of investment professionals (as defined in
Article 19 (5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the “Order”)) or falling within Article 43 (2) of
the Order, or to other persons to whom it may lawfully be communicated
(together “relevant persons”). The investment activity to which this
document relates will only be engaged in with relevant persons and
persons who are not relevant persons should not rely on it.
European Economic Area
In any Member State of the European Economic Area (the “EEA”) or in the
United Kingdom (each, a “Relevant State”), the Repurchase Offer is only
addressed to, and is only directed at, qualified investors in that
Relevant State within the meaning of Regulation (EU) 2017/1129 (the
“Prospectus Regulation”). Each person in a Relevant State who receives
any communication in respect of the Repurchase Offer contemplated in the
Repurchase Offer Notice will be deemed to have represented, warranted
and agreed to and with the Joint Dealer Managers, the Tender Agent and
the Company that it is a qualified investor within the meaning of the
Prospectus regulation. The bonds have not been admitted to trading on a
regulated market in the European Economic Area or in the United Kingdom.
Switzerland and General
This document and the Repurchase Offer Notice neither constitute a
prospectus within the meaning of Articles 652a and 1156 of the Swiss
Code of Obligations (as in effect immediately prior to the entry into
force of the FinSA) nor a prospectus within the meaning of the listing
rules of the SIX Swiss Exchange, a prospectus within the meaning of the
FinSA or under any other applicable laws.
For further information, please contact:
Peer Nils Schrder, PhD
Head of Corporate Communications & Investor Relations
Phone +41 61 606 1102
E-mail media_relations@basilea.com
investor_relations@basilea.com
This press release can be downloaded from www.basilea.com.
Attachment
– Press release (PDF)
https://ml-eu.globenewswire.com/Resource/Download/1d3d95dd-3b8f-43df-93e8-6e8232da9adc
(END) Dow Jones Newswires
July 28, 2020 13:22 ET (17:22 GMT)
