Ad hoc announcement pursuant to Art. 53 LR
A conference call will be held on June 19,
2024, at 14:00 CEST / 13:00 BST / 08:00 EDT. Details are at the end
of this news release.
- Funding
underpins the advancement of AGAMREE® (vamorolone) roll-out and
growth in Europe and the pursuit of further developmental
initiatives
-
Financing includes up to USD 38 million from R-Bridge,
an affiliate of CBC Group, in exchange for a partial monetization
of royalty payments received by Santhera in North America and
China
- Santhera
also received a commitment for a CHF 35 million senior secured
term loan from Highbridge, subject to customary
conditions
-
Near-term maturing private convertible bonds to be
converted (CHF 4 million) or extended (CHF 7 million) to August
2025
- Proceeds
from financing to be used to repay listed convertible bonds
maturing August 2024 and fund strategic priorities and operations
to cash flow break-even
Pratteln, Switzerland, June 18,
2024 – Santhera Pharmaceuticals (SIX: SANN) announces that it has
entered into committed financing arrangements that, when
consummated, will provide Santhera with gross funding totaling
approximately CHF 69 million to drive growth, repay maturing
bonds and extend cash runway through to the first half of 2026, at
which point Santhera expects to be cash flow
break-even.
“We are very pleased to have achieved
significant financing goals for Santhera and our shareholders
through these initiatives. The new financing is non-dilutive to
shareholders, the royalty monetization is partial and capped,
leaving upside potential to Santhera, and the debt repayment
schedule aligns well with our growth expectations,” said
Andrew Smith, Chief Financial Officer of Santhera.
“Importantly, it addresses our near term debt obligations and
provides us with sufficient funding to drive market launches and
growth of AGAMREE in Europe and to pursue additional development
programs for AGAMREE.”
Royalty monetization financing for
AGAMREE totaling up to USD 38 million with
R-BridgeSanthera is monetizing 75% of the future royalty
income streams (net of any agreed payment obligations of Santhera
to ReveraGen and Idorsia) from its licensing agreements for AGAMREE
with Catalyst Pharmaceuticals, Inc. for North America and with
Sperogenix Therapeutics Ltd. for China, in respect of net product
sales occurring from July 1, 2024. R-Bridge will pay USD 30
million upfront upon closing of the transaction, less certain fees,
and, in addition, staged sales-related milestone payments that, if
achieved, would result in total payments to Santhera of up to
USD 38 million.
Payments to R-Bridge are capped, and once the
agreed threshold or duration of royalty payments is met, the North
America and China royalty payments will revert back to Santhera.
Santhera will retain certain rights to buy back the royalty income
stream.
The financing advances Santhera’s
commercialization of AGAMREE across Europe and supports further
clinical development, including post-approval commitments in
Duchenne muscular dystrophy (DMD) and expansion into additional
indications, the latter together with partner Catalyst
Pharmaceuticals, Inc.
Closing of the transaction is subject to
conditions and is expected within the next 30 days.
New CHF 35 million term loan by
Highbridge, coupled with conversion/maturity extension of private
bondsSanthera has entered into a commitment letter for a
senior secured term loan financing with certain funds managed by
Highbridge Capital Management, LLC (Highbridge), an existing
investor in the Company. Subject to and upon closing, the financing
instrument will provide CHF 35 million in a single draw. The
loan has a four-year maturity with amortization in the amount of
15% per year, commencing after 24 months, and will pay a cash
interest of 3-month SARON (floor of 2%) plus 9.75% per year.
Santhera has agreed to an original issue discount and a redemption
premium. Under certain conditions, Santhera has the option for
partial interest payments in kind and/or early loan redemption,
both subject to a premium.
As part of the transaction, Highbridge will (1)
extend the maturity of the private senior unsecured convertible
bonds, with a strike price of CHF 10 and due in August 2024, by 12
months, (2) convert the private senior unsecured convertible bonds,
with a strike price of CHF 5 and due in August 2024, (3) exercise
the warrants it holds, and (4) receive 236,540 warrants, each of
which is exercisable for one Santhera share at an exercise price of
CHF 11.0975 at any time during a five-year period.
The parties have entered into a commitment
letter, which is subject to conditions, including documentation of
the transaction. Funding is subject to certain conditions,
covenants and documentation, and is expected within the next 30
days.
Use of proceeds from fundingThe
net proceeds from these financings will be used primarily to repay
the outstanding amount of CHF 13.5 million of the public
senior unsecured convertible bond due 2024 (SIX ticker SAN21, ISIN
CH0563348744) as well as for product commercialization and general
corporate purposes, extending the cash runway to anticipated cash
flow break-even.
AdvisorRothschild & Co
acted as sole advisor to Santhera for these transactions.
Conference Call Santhera will
host a conference call on June 19, 2024, at 14:00 CEST / 13:00
BST / 08:00 EDT to discuss the financing. Participants are invited
to call one of the following numbers (no dial-in code is
required):
Switzerland/Europe: +41
58 310 50 00United
Kingdom: +44 207 107
06 13USA: +1 631 570
56 13
A replay will be accessible at
https://www.santhera.com/ad-hoc-news from about two hours after the
call has ended.
About SantheraSanthera
Pharmaceuticals (SIX: SANN) is a Swiss specialty pharmaceutical
company focused on the development and commercialization of
innovative medicines for rare neuromuscular and pulmonary diseases
with high unmet medical need. The Company has an exclusive license
from ReveraGen for all indications worldwide to AGAMREE®
(vamorolone), a dissociative steroid with novel mode of action,
which was investigated in a pivotal study in patients with Duchenne
muscular dystrophy (DMD) as an alternative to standard
corticosteroids. AGAMREE for the treatment of DMD is approved in
the U.S. by the Food and Drug Administration (FDA), in the EU by
the European Medicines Agency (EMA), and in the UK by the Medicines
and Healthcare products Regulatory Agency (MHRA). Santhera has
out-licensed rights to AGAMREE for North America to Catalyst
Pharmaceuticals, Inc. and for China to Sperogenix Therapeutics. For
further information, please visit www.santhera.com.
AGAMREE® is a trademark of Santhera
Pharmaceuticals.
About R-BridgeR-Bridge is an
affiliate of CBC Group, Asia's largest healthcare-dedicated asset
management firm with an AUM of $8.8 billion and is headquartered in
Singapore with offices in U.S., Asia, and Europe. With a
diversified, multi-product strategy, CBC Group is focused on
platform-building, buyout, private credit and royalties, and real
estate, across the healthcare space, including pharmaceutical,
biotech, medical technology, and healthcare services. R-Bridge was
founded in 2019 to provide alternative, non-dilutive financing for
healthcare companies backed by royalties, revenue interests and
other cash flow generated by sales of healthcare products and
services in Asia as well as globally, with the intent to generate
attractive and non-correlated returns for investors. R-Bridge
raised its inaugural fund in 2020 and is currently investing out of
its successor fund, RBF II. For further information, please visit
www.cbridgecap.com
For further information please
contact: public-relations@santhera.com orEva Kalias, Head
Investor Relations & CommunicationsPhone: +41 79 875 27
80eva.kalias@santhera.com
Disclaimer / Forward-looking
statements This document does not constitute an offer to
subscribe for, buy or sell any of the securities mentioned herein
or any other securities in any jurisdiction. The securities
mentioned herein have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (the Securities
Act), and may not be offered or sold in the United States
absent registration or exemption from registration under the
Securities Act.This communication does not constitute an offer or
invitation to subscribe for or purchase any securities of Santhera
Pharmaceuticals Holding AG. This publication may contain certain
forward-looking statements concerning the Company and its business.
Such statements involve certain risks, uncertainties and other
factors which could cause the actual results, financial condition,
performance or achievements of the Company to be materially
different from those expressed or implied by such statements.
Readers should therefore not place undue reliance on these
statements, particularly not in connection with any contract or
investment decision. The Company disclaims any obligation to update
these forward-looking statements.
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