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FOR USE OUTSIDE OF SWITZERLAND AND THE USA
Liestal, Switzerland – Santhera Pharmaceuticals, a Swiss specialty pharmaceutical company with a focus on neuromuscular diseases, announced today details of its proposed Initial Public Offering (IPO) of shares and its planned listing on the SWX Swiss Exchange.
Santhera is seeking to raise gross proceeds of approximately CHF 83.6 million to CHF 98.4 million through an offering of up to 983,859 newly issued registered shares (excluding shares from the over-allotment option). In Switzerland, the shares will be sold through a public offering to Swiss institutional and private investors and outside Switzerland to institutional investors including qualified institutional buyers in the United States via a 144A private placement.
The indicative post-IPO market capitalization of the Company is CHF 250.9 million to CHF 295.2 million (CHF 263.4 million to CHF 309.9 million if the over-allotment option will be exercised). The expected first day of trading will be November 3, 2006.
In connection with the offering, the lead manager has been granted an option by the Company to subscribe for up to an additional 147,579 newly issued registered shares at the offering price to cover over-allotments (“greenshoe” option), if any. This over-allotment option will be exercisable for a period of 30 days after initiation of trading of the shares on the SWX Swiss Exchange.
After the IPO, Santhera Pharmaceuticals Holding AG will have an issued and outstanding share capital of up to 2,951,577 shares (3,099,156 shares upon exercise of the over-allotment option). The free float will be 33.3% (36.5% if the over-allotment option is exercised in full).
Santhera has mandated Deutsche Bank as Global Co-ordinator and Lead Manager for the offering and Piper Jaffray Inc, WestLB and Zurcher Kantonalbank as members of the syndicate.
Commenting on today’s news, Klaus Schollmeier, Ph.D., Chief Executive Officer of Santhera, said, “Santhera has made considerable progress in developing its late-stage clinical pipeline over the last twelve months. We currently have four clinical programs targeting indications of high unmet medical need where at present no or only limited treatment options exist. These indications all represent important commercial opportunities for Santhera. With the funding from the IPO we are confident that we can build our own US sales and marketing infrastructure and bring our compounds to market and capture their significant sales potential. Given the experience of our management team and our current business momentum, I am optimistic that we will achieve our goal of becoming a leading specialty pharmaceutical company focused on neuromuscular disease. This therapeutic area offers a clear opportunity to create significant value for all of our shareholders.”
About Santhera’s Business and Strategy
Santhera is a specialty pharmaceutical company focused on the discovery, development and commercialization of small-molecule pharmaceutical products for the treatment of severe neuromuscular diseases which frequently qualify for orphan drug status. The Company seeks to address high unmet medical needs associated with most neuromuscular diseases where few, if any, effective therapies currently exist. Many of these diseases are diagnosed at young age of the patients and reduce the patients’ quality of life and life expectancy.
Santhera’s vision is to become a global market leader in the treatment of neuromuscular diseases and currently has four clinical-stage development programs. Three of which are investigating its lead compound, SNT-MC17 (INN: idebenone), in the treatment of Friedreich’s Ataxia (FRDA), Duchenne Muscular Dystrophy (DMD) and Leber’s Hereditary Optic Neuropathy (LHON). The fourth clinical program is investigating JP-1730 (INN: fipamezole) for the treatment of Dyskinesia in Parkinson’s Disease (DPD) in cooperation with Juvantia Pharma, the compound’s owner whom Santhera has an option to acquire.
The most advanced program, SNT-MC17/idebenone in FRDA, has entered pivotal Phase III clinical trials; the other clinical programs are in Phase II. There are currently no effective treatments available for FRDA and LHON, whilst treatments currently in use for DMD and DPD are generally viewed by the medical community as inadequate.
In addition to its clinical-stage programs, Santhera has two late-stage, preclinical neuromuscular programs with proof of concept in disease-relevant animal models: inhibitors of calpain/proteasome for the treatment of DMD and antagonists of the MC4 receptor for the treatment of cancer cachexia. Santhera has outlicensed its DPP-IV inhibitor program for metabolic disorders, a late-stage preclinical program with proof of concept for the treatment of diabetes, to Biovitrum.
It is Santhera’s goal to leverage the Company’s in-house neuromuscular disease expertise to build a diversified product portfolio and to find additional neuromuscular indications for well-characterized pharmaceutical compounds. The Company intends to pursue such candidates in multiple indications where overlapping disease mechanisms or other well-established scientific or medical rationales exist.
Santhera also seeks to balance its portfolio by selectively inlicensing or acquiring attractive compounds within its area of therapeutic expertise and outlicensing internally developed programs beyond its core focus.
Use of Proceeds
Santhera intends to use the net proceeds from the Offering to:
· Complete the clinical trials of SNT-MC17/idebenone in its various indications, namely FRDA, DMD and LHON diseases;
· Advance the clinical trials of JP-1730/fipamezole in DPD;
· Start to build a specialized sales and marketing organization in the US capable of selling its products;
· Fund the existing preclinical programs to advance them into clinical-phase development;
· Selectively initiate new pre-clinical programs to broaden the pipeline;
· Finance the potential licensing or acquisition of compounds or companies.
· Net proceeds will also be used for general corporate purposes.
For Further Information, Contact
Santhera Pharmaceuticals
Klaus Schollmeier, Chief Executive Officer
phone: +41 (0) 61 906 89 52
klaus.schollmeier@santhera.com
Barbara Heller, Chief Financial Officer
phone: +41 (0) 61 906 89 54
barbara.heller@santhera.com
Thomas Staffelbach, VP Public & Investor Relations
phone: +41 (0) 61 906 89 47
thomas.staffelbach@santhera.com
Media Contacts:
Citigate Dewe Rogerson
David Dible phone: +44 207 638 9571
david.dible@citigatedr.co.uk
Disclaimer
THIS NEWS RELEASE CONSTITUTES NEITHER AN OFFER TO SELL NOR A SOLICITATION TO BUY ANY SECURITIES AND IT DOES NOT CONSTITUTE AN UNDERWRITING PROSPECTUS WITHIN THE MEANING OF ARTICLE 652a OF THE SWISS CODE OF OBLIGATIONS OR A LISTING PROSPECTUS WITHIN THE MEANING OF THE LISTING RULES OF SWX SWISS EXCHANGE. INVESTORS SHOULD TAKE THEIR INVESTMENT DECISION TO BUY OR SUBSCRIBE TO NEW SHARES SOLELY ON THE BASIS OF A PROSPECTUS. THE OFFER OF SECURITIES OF SANTHERA PHARMACEUTICALS HOLDING AG IS BEING MADE SOLELY BY MEANS, AND ON THE BASIS OF, THE PUBLISHED PROSPECTUS.
THIS NEWS RELEASE IS NOT BEING ISSUED IN THE UNITED STATES OF AMERICA AND MUST NOT BE DISTRIBUTED TO U.S. PERSONS OR PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER OR INVITATION TO PURCHASE ANY SECURITIES IN THE UNITED STATES. THE SECURITIES OF SANTHERA PHARMACEUTICALS HOLDING AG HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO U.S. PERSONS ABSENT FROM REGISTRATION UNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES LAWS.
INVESTORS ARE FURTHERMORE ADVISED TO CONSULT THEIR BANK OR FINANCIAL ADVISOR.
This publication contains specific forward-looking statements, e.g. statements including terms like “believe” “assume” “expect” or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of the company and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties readers should not rely on forward-looking statements. The Company assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.
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