The senior unsecured convertible bonds (the “Bonds”) will be convertible into newly issued Medartis registered shares sourced from the Issuer's conditional share capital. The proceeds of the Bonds will be used for general corporate purposes as well as further strengthening of the Issuer's strategic financial flexibility.
The Bonds will have a maturity of 6 years with a bondholders’ put and an Issuer’s soft call option after 5 years. They are expected to carry a coupon of between 1.00 to 1.25% per annum, payable semi-annually in arrears, and will have a conversion price set at a premium of between 32.5% to 37.5% over the Reference Price, being the placement price per Share in the secondary equity offering in connection with a Delta Placement. The Joint Bookrunners are conducting the Delta Placement in conjunction with the Offering to facilitate the sale of Shares by Bond buyers seeking to hedge their market risk.
Each bond will have a denomination (nominal) value of CHF 200 000 and will be issued at par and, unless previously converted or repurchased and cancelled, redeemed at 100% of their principal amount. The interest on the Bonds will be subject to Swiss withholding tax (currently 35%). Advanced subscription rights for existing shareholders are excluded.
The Bonds are expected to price before the market opens tomorrow, and the settlement date is expected to be on or around 13 April 2022 (T+3). 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. Application for the admission to trading of the Bonds on the Open Market (‘Freiverkehr’) of the Frankfurt Stock Exchange is expected to be made no later than three months after the settlement date.
The Issuer has agreed to a 90-day lock-up period from the settlement date, subject to customary exceptions. Bryan, Garnier & Co is acting as Sole Global Coordinator and, together with Zürcher Kantonalbank (ZKB), as Joint Bookrunners for the Bond. KNG Securities acts as Lead Placement Agent.
THE OFFERING CONSISTS OF A PRIVATE PLACEMENT EXCLUSIVELY TO PROFESSIONAL INVESTORS IN SWITZERLAND AND QUALIFIED INVESTORS OUTSIDE SWITZERLAND. THE BONDS WILL BE OFFERED TO INVESTORS OUTSIDE THE UNITED STATES OF AMERICA (THE “UNITED STATES” OR “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. MANUFACTURER TARGET MARKET (MIFID II PRODUCT GOVERNANCE) FOR THE BONDS IS ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY (ALL DISTRIBUTION CHANNELS). NO ‘PACKAGED RETAIL AND INSURANCE-BASED INVESTMENT PRODUCTS REGULATIONS’ (PRIIP) KEY INFORMATION DOCUMENT (KID) HAS BEEN PREPARED AS THE OFFERING IS NOT AVAILABLE TO RETAIL IN THE EUROPEAN ECONOMIC AREA (EEA).
Contact
Medartis Corporate Communications
Investor contact: investor.relations@medartis.com
Media contact: corporate.communication@medartis.com
+41 61 633 37 36
About Medartis
Founded in 1997 and headquartered in Basel, Switzerland, Medartis is one of the world’s leading manufacturers and providers of medical devices for surgical fixation of bone fractures for upper and lower extremities as well as for the craniomaxillofacial region. Medartis employs approx. 700 individuals across its 14 locations, with products offered in over 50 countries globally. Medartis is committed to providing surgeons and operating theatre personnel with the most innovative titanium implants and instruments as well as best-in-class service. For more information, please visit www.medartis.com.
Disclaimer
This communication does not constitute an offer or invitation to subscribe for or purchase any securities of Medartis Holding AG, and it does not constitute a prospectus within the meaning of the Swiss Financial Services Act ("FinSA") and no such prospectus has been or will be prepared for or in connection with the Offering. The Offering in Switzerland is exempt from the requirement to prepare and publish a prospectus under the FinSA.
This communication may contain certain forward-looking statements and assessments or intentions concerning Medartis Holding AG and its business. Such statements involve certain risks, uncertainties and other factors which could cause the actual results, financial condition, performance or achievements of Medartis Holding AG to be materially different from those expressed or implied by such statements. Readers should therefore not place reliance on these statements, particularly not in connection with any contract or investment decision. Medartis Holding AG disclaims any obligation to update these forward-looking statements, assessments or intentions. Further, neither Medartis Holding AG nor any of its directors, officers, employees, agents, counsel or advisers nor any other person makes any representation or warranty, express or implied, as to, and accordingly no reliance should be placed on, the accuracy or completeness of the information contained herein or of the views given or implied.
This communication is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia), Canada, South Africa, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this communication may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes, should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state, and may not be offered or sold in the United States of America absent registration under or an exemption from registration under the Securities Act.
This communication does not constitute an "offer of securities to the public" within the meaning of Regulation 2017/1129 of the European Union (the "EU Prospectus Regulation") or the EU Prospectus Regulation as it forms part of UK domestic law by virtue of the UK European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") of the Securities in any member state of the European Economic Area (the "EEA") or in the UK. Any offers of the Securities to persons in the EEA or in the UK will be made pursuant to exemptions under the EU Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus for offers of the Securities. In member states of the EEA, this communication is being distributed only to, and is directed only at “qualified investors” within the meaning of Article 2(e) of the EU Prospectus Regulation ("Qualified Investors"). In the United Kingdom, this communication is only being distributed to and is only directed at (i) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) high net worth entities falling within article 49 of the Order or (iii) other persons to whom it may lawfully be communicated, (all such persons together being referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on the following web pages or any of their contents. Medartis Holding AG securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons.