04.04.2024 07:25:55 - dpa-AFX: EQS-Adhoc: Medartis successfully places CHF 115.8 million convertible bonds due 2031 (english)

Medartis successfully places CHF 115.8 million convertible bonds due 2031


   Medartis Holding AG / Key word(s): Bond/Financing
   Medartis successfully places CHF 115.8 million convertible bonds
   due 2031
   04-Apr-2024 / 07:25 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.

NOT FOR RELEASE, PUBLICATION, DISTRIBUTION IN OR INTO THE UNITED STATES,
AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

Basel, 4 April 2024: Medartis Holding AG (SIX: MED, the "Company" or
"Medartis"), a specialized orthopaedic company for head and extremity
surgery, announces the successful placement of senior unsecured guaranteed
convertible bonds due 2031 (the "Bonds", and the "Offering") for an amount
of CHF 115.8 million, convertible into newly issued and/or existing
registered shares of the Company.

The Bonds are issued via Medartis International Finance SAS, a directly
wholly-owned subsidiary of the Company, and the payment obligations under
the Bonds will be unconditionally and irrevocably guaranteed by the Company.
Advanced subscription rights for existing shareholders were excluded in the
Offering.

The settlement of the Bonds is expected to take place on 11 April 2024 (the
"Settlement Date"). An application will be made for the Bonds to be admitted
to trading on the Open Market of the Frankfurt Stock Exchange
('Freiverkehr') and such admission to trading is expected no later than
three months after the Settlement Date. The net proceeds from the Bonds
issue will be used for general funding purposes including acquisitions in
Medartis' core business.

The Medartis CFO, Dirk Kirsten, commented: "Following the strong sales
growth and improved profitability in 2023, we have taken the opportunity to
expand our investor base in connection with this transaction, which gives us
the strategic flexibility to further accelerate our business with innovative
products."

The Bonds will be issued with a denomination of CHF 200,000 per Bond at 100%
of their principal amount, and will bear a coupon of 3.0% per annum, payable
semi-annually in arrear. The initial conversion price of the Bonds has been
set at CHF 100.725, representing a premium of 27.5% over the price per share
in the in the Concurrent Delta Placement (as further described below). The
initial conversion price is subject to customary adjustments as set out in
the terms and conditions of the Bonds. Unless previously converted, redeemed
or, repurchased and cancelled, the Bonds will be redeemed at 100% of their
principal amount on 11 April 2031.

The joint bookrunners have conducted a simultaneous placement of existing
shares of the Company in order to facilitate hedging the market risk for
certain subscribers of the Bonds (the "Concurrent Delta Placement").
Medartis 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 and forward-looking statements

THE CONTENTS OF THIS ANNOUNCEMENT HAVE BEEN PREPARED BY AND ARE THE SOLE
RESPONSIBILITY OF MEDARTIS HOLDING AG (THE "COMPANY") AND MEDARTIS
INTERNATIONAL 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: 1872837



   End of Announcement EQS News Service
     ____________________________________________________________


1872837 04-Apr-2024 CET/CEST

© 2000-2024 DZ BANK AG. Bitte beachten Sie die Nutzungsbedingungen | Impressum
2024 Infront Financial Technology GmbH