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03.04.2024 17:43:46 - dpa-AFX: EQS-Adhoc: Medartis launches senior convertible bond offering in a private placement of approximately CHF 115 million due 2031 (english)
Medartis launches senior convertible bond offering in a private placement of
approximately CHF 115 million due 2031
PRESS RELEASE
Release of an ad hoc announcement pursuant to Art. 53 LR. The issuer is
solely responsible for the content of this announcement.
Basel, 3 April 2024: Medartis Holding AG (SIX: MED, the "Company" or
"Medartis"), a specialized orthopaedic company for head and extremity
surgery, today announces the launch of a private placement offering (the
"Offering") of approx. CHF 115 million senior unsecured guaranteed
convertible bonds due 2031 (the "Bonds"). The Bonds will be issued via the
Company's directly wholly-owned subsidiary, Medartis International Finance
SAS (the "Issuer"), guaranteed by the Company and convertible into newly
issued and/or existing registered shares of the Company. Advanced
subscription rights for existing shareholders are excluded in the Offering.
Medartis intends to use the net proceeds of the Bonds for general financing
purposes, including acquisitions in its core business. The Bonds will be
issued with a denomination of CHF 200,000 per bond at 100% of their
principal amount. The Bonds are expected to carry a coupon of between 2.75%
and 3.25% per annum, payable semi-annually in arrear, and will have a
conversion price set at a premium of between 25% and 30% over the reference
share price. The reference share price is expected to be equal to the
placement price per Medartis share determined in the Concurrent Delta
Placement (as further described below). Unless previously converted,
redeemed or, repurchased and cancelled, the Bonds will be redeemed at 100%
of their principal amount on the stated maturity date, which is expected to
be on 11 April 2031. Advanced subscription rights for existing shareholders
are excluded in the Offering.
Medartis will be entitled to redeem the Bonds at their principal amount plus
accrued interest in accordance with the terms and conditions of the Bonds at
any time (i) on or after 2 May 2029, if the price of a Medartis share is
equal to or exceeds 130% of the then prevailing conversion price over a
certain period or (ii) if less than 15% of the aggregate principal amount of
the Bonds remain outstanding. Holders of the Bonds will be entitled to
request an early redemption of their Bonds on the fifth anniversary of their
issue at their principal amount plus accrued interest.
The Offering will be conducted as a private placement in and outside of
Switzerland. The Bonds will be offered by way of an accelerated bookbuilding
process to institutional investors outside the US (in reliance on Regulation
S under the US Securities Act of 1933), as amended, and in compliance with
the laws and regulations applicable in every country where the Offering
takes place.
The Bonds are expected to price before the market opens on 4 April 2024, and
the settlement (the "Settlement Date") is expected to be on or around 11
April 2024. Application for the admission to trading of the Bonds on the
Open Market of the Frankfurt Stock Exchange ('Freiverkehr') is expected to
be made no later than three months after the Settlement Date. The Bonds will
not be admitted to trading or listing on the SIX Swiss Exchange, where the
underlying Medartis shares are listed and traded, or any other trading venue
in Switzerland.
The Company, the Issuer as well as the Company's main shareholder Dr. h.c.
Thomas Straumann (currently holding 45.5% of the outstanding shares) have
agreed to a 180-day lock-up following the Settlement Date, subject to
certain customary exceptions and waiver by the Joint Bookrunners (as defined
below).
BofA Securities Europe SA is acting as Sole Global Coordinator and, together
with the Zürcher Kantonalbank (ZKB), as Joint Bookrunners for the Offering.
Concurrently with the Offering, the Joint Bookrunners have been mandated by
Medartis to facilitate hedging the market risk for certain subscribers of
the Bonds and to organize a simultaneous placement of existing shares of the
Company (the "Concurrent Delta Placement"). The Company will not receive any
proceeds from the placement of these shares.
About Medartis
Founded in 1997 and headquartered in Basel, Switzerland, Medartis (SIX Swiss
Exchange: MED / ISIN CH0386200239) is one of the world's leading
manufacturers and suppliers of medical devices for the surgical fixation of
bone fractures in the upper and lower extremities and the
craniomaxillofacial region. Medartis employs more than 860 people in 13
locations and its products are sold in more than 50 countries worldwide.
Medartis is committed to providing surgeons and surgical staff with the most
innovative titanium implants and instruments, as well as world-class
service. For more information, please visit www.medartis.com.
Disclaimer
THE CONTENTS OF THIS ANNOUNCEMENT HAVE BEEN PREPARED BY AND ARE THE SOLE
RESPONSIBILITY OF MEDARTIS HOLDING AG (THE "COMPANY") AND MEDARTIS INTERNAT.
FINANCE SAS (THE "ISSUER").
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS FOR BACKGROUND PURPOSES
ONLY AND DOES NOT PURPORT TO BE FULL OR COMPLETE. NO RELIANCE MAY BE PLACED
BY ANY PERSON FOR ANY PURPOSE ON THE INFORMATION CONTAINED IN THIS
ANNOUNCEMENT OR ITS ACCURACY, FAIRNESS OR COMPLETENESS.
THIS INFORMATION DOES NOT CONSTITUTE AN OFFER OR INVITATION TO SUBSCRIBE FOR
OR PURCHASE ANY SHARES, CONVERTIBLE BONDS OR OTHER SECURITIES IN THE COMPANY
OR THE ISSUER (COLLECTIVELY, THE "SECURITIES") TO ANY PERSON IN THE UNITED
STATES, AUSTRALIA, CANADA, ITALY, JAPAN, SOUTH AFRICA OR IN ANY JURISDICTION
TO WHOM OR IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. IT IS NOT BEING
ISSUED IN COUNTRIES WHERE THE PUBLIC DISSEMINATION OF THE INFORMATION
CONTAINED HEREIN MAY BE RESTRICTED OR PROHIBITED BY LAW.
THIS INFORMATION IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA AND SHOULD NOT BE
DISTRIBUTED TO PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES.
THE DISTRIBUTION OF THIS ANNOUNCEMENT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS AND PERSONS INTO WHOSE POSSESSION ANY DOCUMENT OR OTHER
INFORMATION REFERRED TO HEREIN COMES SHOULD INFORM THEMSELVES ABOUT AND
OBSERVE SUCH RESTRICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY
CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
SECURITIES OF THE COMPANY OR THE ISSUER ARE NOT BEING PUBLICLY OFFERED. IN
PARTICULAR, THE SECURITIES OF THE COMPANY AND THE ISSUER REFERRED TO HEREIN
MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS REGISTERED UNDER THE
US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR OFFERED IN A
TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE SECURITIES ACT OR UNDER THE APPLICABLE
SECURITIES LAWS OF AUSTRALIA, CANADA OR JAPAN. SUBJECT TO CERTAIN
EXCEPTIONS, THE SECURITIES REFERRED TO HEREIN MAY NOT BE OFFERED, SOLD OR
DELIVERED WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OF U.S. PERSONS
EXCEPT IN AN "OFFSHORE TRANSACTION" IN ACCORDANCE WITH REGULATION S UNDER
THE SECURITIES ACT OR FOR THE ACCOUNT OR BENEFIT OF ANY NATIONAL, RESIDENT
OR CITIZEN OF AUSTRALIA, CANADA OR JAPAN. THIS DOCUMENT DOES NOT CONSTITUTE
A PROSPECTUS ACCORDING TO THE SWISS FEDERAL ACT ON FINANCIAL SERVICES.
IN EACH MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND THE UNITED KINGDOM
(EACH, A "RELEVANT STATE"), THIS ANNOUNCEMENT AND ANY OFFER IF MADE
SUBSEQUENTLY IS DIRECTED ONLY AT PERSONS WHO ARE "QUALIFIED INVESTORS"
WITHIN THE MEANING OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129)
("QUALIFIED INVESTORS"). IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS DIRECTED
EXCLUSIVELY AT QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE "ORDER") OR (II) WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE
ORDER, AND (III) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED, AND ANY
INVESTMENT ACTIVITY TO WHICH IT RELATES WILL ONLY BE ENGAGED IN WITH SUCH
PERSONS AND IT SHOULD NOT BE RELIED ON BY ANYONE OTHER THAN SUCH PERSONS.
THIS ANNOUNCEMENT MAY INCLUDE STATEMENTS THAT ARE, OR MAY BE DEEMED TO BE,
"FORWARD-LOOKING STATEMENTS". THESE FORWARD-LOOKING STATEMENTS MAY BE
IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, INCLUDING THE TERMS
"BELIEVES", "ESTIMATES", "PLANS", "PROJECTS", "ANTICIPATES", "EXPECTS",
"INTENDS", "MAY", "WILL" OR "SHOULD" OR, IN EACH CASE, THEIR NEGATIVE OR
OTHER VARIATIONS OR COMPARABLE TERMINOLOGY, OR BY DISCUSSIONS OF STRATEGY,
PLANS, OBJECTIVES, GOALS, FUTURE EVENTS OR INTENTIONS. FORWARD-LOOKING
STATEMENTS MAY AND OFTEN DO DIFFER MATERIALLY FROM ACTUAL RESULTS. ANY
FORWARD-LOOKING STATEMENTS REFLECT THE ISSUER'S OR THE COMPANY'S CURRENT
VIEW WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS RELATING TO
FUTURE EVENTS AND OTHER RISKS, UNCERTAINTIES AND ASSUMPTIONS RELATING TO THE
GROUP'S BUSINESS, RESULTS OF OPERATIONS, FINANCIAL POSITION, LIQUIDITY,
PROSPECTS, GROWTH OR STRATEGIES. FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF
THE DATE THEY ARE MADE. EACH OF THE ISSUER, THE COMPANY, THE JOINT
BOOKRUNNERS AND THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIMS ANY
OBLIGATION OR UNDERTAKING TO UPDATE, REVIEW OR REVISE ANY FORWARD LOOKING
STATEMENT CONTAINED IN THIS ANNOUNCEMENT WHETHER AS A RESULT OF NEW
INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.
THIS PUBLICATION CONSTITUTES NEITHER A PROSPECTUS OR A SIMILAR NOTICE WITHIN
THE MEANING OF THE ARTICLES 35 ET SEQQ. AND 69 OF THE SWISS FEDERAL ACT ON
FINANCIAL SERVICES ("FINSA") OR A LISTING PROSPECTUS WITHIN THE MEANING OF
THE APPLICABLE LISTING RULES OF ANY STOCK EXCHANGE. THE SECURITIES MAY NOT
BE PUBLICLY OFFERED, DIRECTLY OR INDIRECTLY, IN SWITZERLAND WITHIN THE
MEANING OF FINSA AND NO APPLICATION HAS OR WILL BE MADE TO ADMIT THE
SECURITIES TO TRADING ON ANY TRADING VENUE (EXCHANGE OR MULTILATERAL TRADING
FACILITY) IN SWITZERLAND. THE OFFERING OF SECURITIES IN SWITZERLAND IS
EXEMPT FROM THE REQUIREMENT TO PREPARE AND PUBLISH A PROSPECTUS. NO OFFERING
OR MARKETING MATERIAL RELATING TO THE SECURITIES MAY BE PUBLICLY DISTRIBUTED
OR OTHERWISE MADE PUBLICLY AVAILABLE IN SWITZERLAND.
THE INFORMATION IN THIS ANNOUNCEMENT IS SUBJECT TO CHANGE. THE JOINT
BOOKRUNNERS ARE ACTING EXCLUSIVELY FOR ISSUER AND THE COMPANY AND NO-ONE
ELSE IN CONNECTION WITH THE OFFERING. THEY WILL NOT REGARD ANY OTHER PERSON
AS THEIR RESPECTIVE CLIENTS IN RELATION TO THE OFFERING AND WILL NOT BE
RESPONSIBLE TO ANYONE OTHER THAN ISSUER AND THE COMPANY FOR PROVIDING THE
PROTECTIONS AFFORDED TO THEIR RESPECTIVE CLIENTS, NOR FOR PROVIDING ADVICE
IN RELATION TO THE OFFERING, THE CONTENTS OF THIS ANNOUNCEMENT OR ANY
TRANSACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO HEREIN.
IN CONNECTION WITH THE OFFERING OF THE SECURITIES, THE JOINT BOOKRUNNERS AND
ANY OF THEIR AFFILIATES MAY TAKE UP A PORTION OF THE SECURITIES IN THE
OFFERINGS AS A PRINCIPAL POSITION AND IN THAT CAPACITY, MAY RETAIN,
PURCHASE, SELL, OFFER TO SELL FOR THEIR OWN ACCOUNTS SUCH SECURITIES AND
OTHER SECURITIES OF THE ISSUER OR THE COMPANY OR RELATED INVESTMENTS IN
CONNECTION WITH THE OFFERINGS OR OTHERWISE. IN ADDITION, THE JOINT
BOOKRUNNERS, AND ANY OF THEIR AFFILIATES MAY ENTER INTO FINANCING
ARRANGEMENTS (INCLUDING SWAPS, WARRANTS OR CONTRACTS FOR DIFFERENCES) WITH
INVESTORS IN CONNECTION WITH WHICH THE JOINT BOOKRUNNERS AND ANY OF THEIR
AFFILIATES MAY FROM TIME TO TIME ACQUIRE, HOLD OR DISPOSE OF SECURITIES OF
THE ISSUER OR THE COMPANY. THE JOINT BOOKRUNNERS DO NOT INTEND TO DISCLOSE
THE EXTENT OF ANY SUCH INVESTMENT OR TRANSACTIONS OTHERWISE THAN IN
ACCORDANCE WITH ANY LEGAL OR REGULATORY OBLIGATIONS TO DO SO.
NONE OF THE JOINT BOOKRUNNERS OR ANY OF THEIR RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES, ADVISERS OR AGENTS ACCEPTS ANY RESPONSIBILITY OR
LIABILITY WHATSOEVER FOR OR MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR
IMPLIED, AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF THE INFORMATION IN
THIS ANNOUNCEMENT (OR WHETHER ANY INFORMATION HAS BEEN OMITTED FROM THE
ANNOUNCEMENT) OR ANY OTHER INFORMATION RELATING TO THE ISSUER OR THE
COMPANY, THEIR SUBSIDIARIES OR ASSOCIATED COMPANIES, WHETHER WRITTEN, ORAL
OR IN A VISUAL OR ELEC- TRONIC FORM, AND HOWSOEVER TRANSMITTED OR MADE
AVAILABLE OR FOR ANY LOSS HOWSOEVER ARISING FROM ANY USE OF THIS
ANNOUNCEMENT OR ITS CONTENTS OR OTHERWISE ARISING IN CONNECTION THEREWITH.
NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS
OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER
IN ANY JURISDICTION.
Your contact:
Medartis Holding AG
Hochbergerstrasse 60E
CH-4057 Basel
Corporate Communications
Investor contact: investor.relations@medartis.com
Media contact: corporate.communication@medartis.com
+41 61 633 37 36
News Source: Medartis Holding AG
____________________________________________________________
1872765 03-Apr-2024 CET/CEST
approximately CHF 115 million due 2031
Medartis Holding AG / Key word(s): Financing/Issue of Debt
Medartis launches senior convertible bond offering in a private
placement of approximately CHF 115 million due 2031
03-Apr-2024 / 17:43 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 LR
The issuer is solely responsible for the content of this
announcement.
____________________________________________________________
PRESS RELEASE
Release of an ad hoc announcement pursuant to Art. 53 LR. The issuer is
solely responsible for the content of this announcement.
Basel, 3 April 2024: Medartis Holding AG (SIX: MED, the "Company" or
"Medartis"), a specialized orthopaedic company for head and extremity
surgery, today announces the launch of a private placement offering (the
"Offering") of approx. CHF 115 million senior unsecured guaranteed
convertible bonds due 2031 (the "Bonds"). The Bonds will be issued via the
Company's directly wholly-owned subsidiary, Medartis International Finance
SAS (the "Issuer"), guaranteed by the Company and convertible into newly
issued and/or existing registered shares of the Company. Advanced
subscription rights for existing shareholders are excluded in the Offering.
Medartis intends to use the net proceeds of the Bonds for general financing
purposes, including acquisitions in its core business. The Bonds will be
issued with a denomination of CHF 200,000 per bond at 100% of their
principal amount. The Bonds are expected to carry a coupon of between 2.75%
and 3.25% per annum, payable semi-annually in arrear, and will have a
conversion price set at a premium of between 25% and 30% over the reference
share price. The reference share price is expected to be equal to the
placement price per Medartis share determined in the Concurrent Delta
Placement (as further described below). Unless previously converted,
redeemed or, repurchased and cancelled, the Bonds will be redeemed at 100%
of their principal amount on the stated maturity date, which is expected to
be on 11 April 2031. Advanced subscription rights for existing shareholders
are excluded in the Offering.
Medartis will be entitled to redeem the Bonds at their principal amount plus
accrued interest in accordance with the terms and conditions of the Bonds at
any time (i) on or after 2 May 2029, if the price of a Medartis share is
equal to or exceeds 130% of the then prevailing conversion price over a
certain period or (ii) if less than 15% of the aggregate principal amount of
the Bonds remain outstanding. Holders of the Bonds will be entitled to
request an early redemption of their Bonds on the fifth anniversary of their
issue at their principal amount plus accrued interest.
The Offering will be conducted as a private placement in and outside of
Switzerland. The Bonds will be offered by way of an accelerated bookbuilding
process to institutional investors outside the US (in reliance on Regulation
S under the US Securities Act of 1933), as amended, and in compliance with
the laws and regulations applicable in every country where the Offering
takes place.
The Bonds are expected to price before the market opens on 4 April 2024, and
the settlement (the "Settlement Date") is expected to be on or around 11
April 2024. Application for the admission to trading of the Bonds on the
Open Market of the Frankfurt Stock Exchange ('Freiverkehr') is expected to
be made no later than three months after the Settlement Date. The Bonds will
not be admitted to trading or listing on the SIX Swiss Exchange, where the
underlying Medartis shares are listed and traded, or any other trading venue
in Switzerland.
The Company, the Issuer as well as the Company's main shareholder Dr. h.c.
Thomas Straumann (currently holding 45.5% of the outstanding shares) have
agreed to a 180-day lock-up following the Settlement Date, subject to
certain customary exceptions and waiver by the Joint Bookrunners (as defined
below).
BofA Securities Europe SA is acting as Sole Global Coordinator and, together
with the Zürcher Kantonalbank (ZKB), as Joint Bookrunners for the Offering.
Concurrently with the Offering, the Joint Bookrunners have been mandated by
Medartis to facilitate hedging the market risk for certain subscribers of
the Bonds and to organize a simultaneous placement of existing shares of the
Company (the "Concurrent Delta Placement"). The Company will not receive any
proceeds from the placement of these shares.
About Medartis
Founded in 1997 and headquartered in Basel, Switzerland, Medartis (SIX Swiss
Exchange: MED / ISIN CH0386200239) is one of the world's leading
manufacturers and suppliers of medical devices for the surgical fixation of
bone fractures in the upper and lower extremities and the
craniomaxillofacial region. Medartis employs more than 860 people in 13
locations and its products are sold in more than 50 countries worldwide.
Medartis is committed to providing surgeons and surgical staff with the most
innovative titanium implants and instruments, as well as world-class
service. For more information, please visit www.medartis.com.
Disclaimer
THE CONTENTS OF THIS ANNOUNCEMENT HAVE BEEN PREPARED BY AND ARE THE SOLE
RESPONSIBILITY OF MEDARTIS HOLDING AG (THE "COMPANY") AND MEDARTIS INTERNAT.
FINANCE SAS (THE "ISSUER").
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS FOR BACKGROUND PURPOSES
ONLY AND DOES NOT PURPORT TO BE FULL OR COMPLETE. NO RELIANCE MAY BE PLACED
BY ANY PERSON FOR ANY PURPOSE ON THE INFORMATION CONTAINED IN THIS
ANNOUNCEMENT OR ITS ACCURACY, FAIRNESS OR COMPLETENESS.
THIS INFORMATION DOES NOT CONSTITUTE AN OFFER OR INVITATION TO SUBSCRIBE FOR
OR PURCHASE ANY SHARES, CONVERTIBLE BONDS OR OTHER SECURITIES IN THE COMPANY
OR THE ISSUER (COLLECTIVELY, THE "SECURITIES") TO ANY PERSON IN THE UNITED
STATES, AUSTRALIA, CANADA, ITALY, JAPAN, SOUTH AFRICA OR IN ANY JURISDICTION
TO WHOM OR IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. IT IS NOT BEING
ISSUED IN COUNTRIES WHERE THE PUBLIC DISSEMINATION OF THE INFORMATION
CONTAINED HEREIN MAY BE RESTRICTED OR PROHIBITED BY LAW.
THIS INFORMATION IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA AND SHOULD NOT BE
DISTRIBUTED TO PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES.
THE DISTRIBUTION OF THIS ANNOUNCEMENT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS AND PERSONS INTO WHOSE POSSESSION ANY DOCUMENT OR OTHER
INFORMATION REFERRED TO HEREIN COMES SHOULD INFORM THEMSELVES ABOUT AND
OBSERVE SUCH RESTRICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY
CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
SECURITIES OF THE COMPANY OR THE ISSUER ARE NOT BEING PUBLICLY OFFERED. IN
PARTICULAR, THE SECURITIES OF THE COMPANY AND THE ISSUER REFERRED TO HEREIN
MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS REGISTERED UNDER THE
US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR OFFERED IN A
TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE SECURITIES ACT OR UNDER THE APPLICABLE
SECURITIES LAWS OF AUSTRALIA, CANADA OR JAPAN. SUBJECT TO CERTAIN
EXCEPTIONS, THE SECURITIES REFERRED TO HEREIN MAY NOT BE OFFERED, SOLD OR
DELIVERED WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OF U.S. PERSONS
EXCEPT IN AN "OFFSHORE TRANSACTION" IN ACCORDANCE WITH REGULATION S UNDER
THE SECURITIES ACT OR FOR THE ACCOUNT OR BENEFIT OF ANY NATIONAL, RESIDENT
OR CITIZEN OF AUSTRALIA, CANADA OR JAPAN. THIS DOCUMENT DOES NOT CONSTITUTE
A PROSPECTUS ACCORDING TO THE SWISS FEDERAL ACT ON FINANCIAL SERVICES.
IN EACH MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND THE UNITED KINGDOM
(EACH, A "RELEVANT STATE"), THIS ANNOUNCEMENT AND ANY OFFER IF MADE
SUBSEQUENTLY IS DIRECTED ONLY AT PERSONS WHO ARE "QUALIFIED INVESTORS"
WITHIN THE MEANING OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129)
("QUALIFIED INVESTORS"). IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS DIRECTED
EXCLUSIVELY AT QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE "ORDER") OR (II) WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE
ORDER, AND (III) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED, AND ANY
INVESTMENT ACTIVITY TO WHICH IT RELATES WILL ONLY BE ENGAGED IN WITH SUCH
PERSONS AND IT SHOULD NOT BE RELIED ON BY ANYONE OTHER THAN SUCH PERSONS.
THIS ANNOUNCEMENT MAY INCLUDE STATEMENTS THAT ARE, OR MAY BE DEEMED TO BE,
"FORWARD-LOOKING STATEMENTS". THESE FORWARD-LOOKING STATEMENTS MAY BE
IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, INCLUDING THE TERMS
"BELIEVES", "ESTIMATES", "PLANS", "PROJECTS", "ANTICIPATES", "EXPECTS",
"INTENDS", "MAY", "WILL" OR "SHOULD" OR, IN EACH CASE, THEIR NEGATIVE OR
OTHER VARIATIONS OR COMPARABLE TERMINOLOGY, OR BY DISCUSSIONS OF STRATEGY,
PLANS, OBJECTIVES, GOALS, FUTURE EVENTS OR INTENTIONS. FORWARD-LOOKING
STATEMENTS MAY AND OFTEN DO DIFFER MATERIALLY FROM ACTUAL RESULTS. ANY
FORWARD-LOOKING STATEMENTS REFLECT THE ISSUER'S OR THE COMPANY'S CURRENT
VIEW WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS RELATING TO
FUTURE EVENTS AND OTHER RISKS, UNCERTAINTIES AND ASSUMPTIONS RELATING TO THE
GROUP'S BUSINESS, RESULTS OF OPERATIONS, FINANCIAL POSITION, LIQUIDITY,
PROSPECTS, GROWTH OR STRATEGIES. FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF
THE DATE THEY ARE MADE. EACH OF THE ISSUER, THE COMPANY, THE JOINT
BOOKRUNNERS AND THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIMS ANY
OBLIGATION OR UNDERTAKING TO UPDATE, REVIEW OR REVISE ANY FORWARD LOOKING
STATEMENT CONTAINED IN THIS ANNOUNCEMENT WHETHER AS A RESULT OF NEW
INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.
THIS PUBLICATION CONSTITUTES NEITHER A PROSPECTUS OR A SIMILAR NOTICE WITHIN
THE MEANING OF THE ARTICLES 35 ET SEQQ. AND 69 OF THE SWISS FEDERAL ACT ON
FINANCIAL SERVICES ("FINSA") OR A LISTING PROSPECTUS WITHIN THE MEANING OF
THE APPLICABLE LISTING RULES OF ANY STOCK EXCHANGE. THE SECURITIES MAY NOT
BE PUBLICLY OFFERED, DIRECTLY OR INDIRECTLY, IN SWITZERLAND WITHIN THE
MEANING OF FINSA AND NO APPLICATION HAS OR WILL BE MADE TO ADMIT THE
SECURITIES TO TRADING ON ANY TRADING VENUE (EXCHANGE OR MULTILATERAL TRADING
FACILITY) IN SWITZERLAND. THE OFFERING OF SECURITIES IN SWITZERLAND IS
EXEMPT FROM THE REQUIREMENT TO PREPARE AND PUBLISH A PROSPECTUS. NO OFFERING
OR MARKETING MATERIAL RELATING TO THE SECURITIES MAY BE PUBLICLY DISTRIBUTED
OR OTHERWISE MADE PUBLICLY AVAILABLE IN SWITZERLAND.
THE INFORMATION IN THIS ANNOUNCEMENT IS SUBJECT TO CHANGE. THE JOINT
BOOKRUNNERS ARE ACTING EXCLUSIVELY FOR ISSUER AND THE COMPANY AND NO-ONE
ELSE IN CONNECTION WITH THE OFFERING. THEY WILL NOT REGARD ANY OTHER PERSON
AS THEIR RESPECTIVE CLIENTS IN RELATION TO THE OFFERING AND WILL NOT BE
RESPONSIBLE TO ANYONE OTHER THAN ISSUER AND THE COMPANY FOR PROVIDING THE
PROTECTIONS AFFORDED TO THEIR RESPECTIVE CLIENTS, NOR FOR PROVIDING ADVICE
IN RELATION TO THE OFFERING, THE CONTENTS OF THIS ANNOUNCEMENT OR ANY
TRANSACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO HEREIN.
IN CONNECTION WITH THE OFFERING OF THE SECURITIES, THE JOINT BOOKRUNNERS AND
ANY OF THEIR AFFILIATES MAY TAKE UP A PORTION OF THE SECURITIES IN THE
OFFERINGS AS A PRINCIPAL POSITION AND IN THAT CAPACITY, MAY RETAIN,
PURCHASE, SELL, OFFER TO SELL FOR THEIR OWN ACCOUNTS SUCH SECURITIES AND
OTHER SECURITIES OF THE ISSUER OR THE COMPANY OR RELATED INVESTMENTS IN
CONNECTION WITH THE OFFERINGS OR OTHERWISE. IN ADDITION, THE JOINT
BOOKRUNNERS, AND ANY OF THEIR AFFILIATES MAY ENTER INTO FINANCING
ARRANGEMENTS (INCLUDING SWAPS, WARRANTS OR CONTRACTS FOR DIFFERENCES) WITH
INVESTORS IN CONNECTION WITH WHICH THE JOINT BOOKRUNNERS AND ANY OF THEIR
AFFILIATES MAY FROM TIME TO TIME ACQUIRE, HOLD OR DISPOSE OF SECURITIES OF
THE ISSUER OR THE COMPANY. THE JOINT BOOKRUNNERS DO NOT INTEND TO DISCLOSE
THE EXTENT OF ANY SUCH INVESTMENT OR TRANSACTIONS OTHERWISE THAN IN
ACCORDANCE WITH ANY LEGAL OR REGULATORY OBLIGATIONS TO DO SO.
NONE OF THE JOINT BOOKRUNNERS OR ANY OF THEIR RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES, ADVISERS OR AGENTS ACCEPTS ANY RESPONSIBILITY OR
LIABILITY WHATSOEVER FOR OR MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR
IMPLIED, AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF THE INFORMATION IN
THIS ANNOUNCEMENT (OR WHETHER ANY INFORMATION HAS BEEN OMITTED FROM THE
ANNOUNCEMENT) OR ANY OTHER INFORMATION RELATING TO THE ISSUER OR THE
COMPANY, THEIR SUBSIDIARIES OR ASSOCIATED COMPANIES, WHETHER WRITTEN, ORAL
OR IN A VISUAL OR ELEC- TRONIC FORM, AND HOWSOEVER TRANSMITTED OR MADE
AVAILABLE OR FOR ANY LOSS HOWSOEVER ARISING FROM ANY USE OF THIS
ANNOUNCEMENT OR ITS CONTENTS OR OTHERWISE ARISING IN CONNECTION THEREWITH.
NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS
OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER
IN ANY JURISDICTION.
Your contact:
Medartis Holding AG
Hochbergerstrasse 60E
CH-4057 Basel
Corporate Communications
Investor contact: investor.relations@medartis.com
Media contact: corporate.communication@medartis.com
+41 61 633 37 36
News Source: Medartis Holding AG
____________________________________________________________
End of Inside Information
____________________________________________________________
Language: English
Company: Medartis Holding AG
Hochbergerstrasse 60E
4057 Basel
Switzerland
Phone: +41 61 633 34 34
Fax: +41 61 633 34 00
E-mail: info@medartis.com
Internet: www.medartis.com
ISIN: CH0386200239
Valor: 38620023
Listed: SIX Swiss Exchange
EQS News ID: 1872765
End of Announcement EQS News Service
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1872765 03-Apr-2024 CET/CEST
