Cheplapharm Arzneimittel GmbH
Cheplapharm Arzneimittel GmbH Announces Final Results of Consent Solicitation Relating to its
5.500% U.S. dollar denominated Senior Secured Notes due 2028
Regulation S Notes: Common Code D1T29ZAB8, ISIN USD1T29ZAB81, CUSIP: D1T29ZAB8
Rule 144A Notes: Common Code 16412EAA5, ISIN US16412EAA55, CUSIP: 16412EAA5
and
4.375% euro denominated Senior Secured Notes due 2028
Regulation S Notes: Common Code 224354827, ISIN XS2243548273
Rule 144A Notes: Common Code 224354835, ISIN XS2243548356
(together the “Notes”)
Greifswald, Germany — May 20, 2025 — Cheplapharm Arzneimittel GmbH (the “Issuer”) announces today the final results of the solicitation (the “Solicitation”) for consents (the “Consents”) from the Holders of the Notes as described below, upon the terms of and subject to the conditions set forth in the consent solicitation statement, dated as of May 13, 2025 (the “Consent Solicitation Statement”) to certain proposed amendments (the “Proposed Amendments”) to the indenture dated October 15, 2020 relating to the Notes (as amended and supplemented by a supplemental indenture dated as of July 20, 2023, the “Indenture”). Adoption of the Proposed Amendments to the Notes required the Consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes, which was obtained at 12:00 p.m. Eastern Daylight Time / 6:00 p.m. Central European Summertime on May 16, 2025.
As a result of the receipt of Consents from holders of a majority in aggregate principal amount of the Notes outstanding, the Issuer, CheplaFinance 2 GmbH and Cheplapharm Schweiz GmbH as guarantors, Deutsche Trustee Company Limited (the “Trustee”) as trustee and Deutsche Bank Luxembourg S.A. as security agent under the Indenture have executed a supplemental indenture at 4:31 a.m. Eastern Daylight Time / 10:31 a.m. Central European Summer Time on May 20, 2025 (the “Supplemental Indenture”), which is effective and which implements the Proposed Amendments.
The Supplemental Indenture aligns the definition of “Permitted Collateral Liens” of the Indenture with those of the indenture governing the Issuer’s €725,000,000 7.500% senior secured notes due 2030 and the €325,000,000 senior secured floating rate notes due 2030.
The Solicitation, and accordingly the deadline by which Consents could be validly delivered, expired at 5:00 p.m. Eastern Daylight Time / 11:00 p.m. Central European Summer Time today. As of the date of this announcement, the Issuer has received 95.03% of the aggregate principal amount of the outstanding Notes.
As a result, the Issuer will distribute a cash consideration totaling €1,346,510.00 and $1,209,547.50. The cash consideration equates to €2.50 and/or $2.50 for each €1,000 and/or $1,000 in principal amount of the Notes for which a Consent is received and not validly revoked. The payment date is currently expected to be May 21, 2025 (the “Payment Date”).
The Proposed Amendments will only become operative upon payment of this consent fee. If the consent payment with respect to the Notes has not been paid by the Payment Date, then (i) the Solicitation shall automatically be terminated as of such date, the Proposed Amendments will not become operative and the rights of all applicable holders of the Notes will be reinstated as of such date as they were set forth in the Indenture immediately prior to the effectiveness of the Proposed Amendments, (ii) the consent payment will not be paid to any holders of the Notes and (iii) the Issuer shall deliver a notice to that effect to the relevant clearing systems for communication to entitled account holdings through each person who is shown in the records of the clearing and settlement systems of the relevant clearing systems (in addition to delivering any notices required pursuant to the Indenture) with respect to the Notes and shall simultaneously provide a notice to that effect to the Trustee.
The Issuer has retained Deutsche Bank Aktiengesellschaft, J.P. Morgan SE and J.P Morgan Securities LLC as solicitation agents and Kroll Issuer Services Limited as tabulation and information agent in connection with the Solicitation. Copies of the Consent Solicitation Statement may be obtained from Kroll Issuer Services Limited, the tabulation and information agent in connection with the Solicitation (the “Tabulation and Information Agent”), at cheplapharm(at)is.kroll.com or +44 20 7704 0880. Any persons with questions regarding the consent solicitation should contact the solicitation agents (Deutsche Bank Aktiengesellschaft, Attn. Liability Management Group at +44 207 545 8011; J.P. Morgan SE, Attn.: Liability Management Group at liability_management_EMEA(at)jpmorgan.com; J.P. Morgan Securities LLC, Attn.: Liability Management Group at +212 834-3046).
This announcement is for information purposes only and does not constitute an offer to purchase Notes, a solicitation of an offer to sell Notes or a solicitation of consents of Holders and shall not be deemed to be an offer to purchase, a solicitation of an offer to sell or a solicitation of consents with respect to any securities of the Issuer or its affiliates. None of the Issuer, the Solicitation Agents, the Trustee, the Security Agent, the Tabulation and Information Agent or any other person makes any recommendation as to whether or not Holders should deliver Consents. Each Holder must make its own decision as to whether or not to deliver Consents.
About Cheplapharm
Cheplapharm is a leading pharmaceutical company headquartered in Greifswald, Germany, with an international footprint and a broad portfolio of more than 150 products across more than ten therapeutic areas, including cardiology, central nervous system, metabolic diseases, oncology and infectious diseases. Cheplapharm focusses on acquiring well‑established, off‑patent, branded legacy and niche originator pharmaceutical products with predictable cash flows from large pharmaceutical companies.
During the past 20 years, Cheplapharm completed a significant number of acquisitions with well-known pharmaceutical companies acquiring more than 150 products with a cumulative acquisition value of more than €6.2 billion.
Cheplapharm operates a lean asset-light business model focused on (i) selecting and acquiring suitable off‑patent, branded niche or legacy originator products or product portfolios that fit its disciplined acquisition criteria, (ii) managing the transfer of the required approvals to market them across various countries and (iii) integrating them into its established value chain of contract manufacturing organizations or active pharmaceutical ingredients suppliers and distributors. Cheplapharm distributes its products in more than 150 countries across six continents, predominantly through an extensive network of distribution partners, with many of whom Cheplapharm has trusted and long‑standing relationships.
Forward Looking Statements
This release may contain forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts included in this release including, without limitation, statements regarding Cheplapharm’s future financial position, risks and uncertainties related to its business, strategy, capital expenditures, projected costs and Cheplapharm’s plans and objectives for future operations, may be deemed to be forward-looking statements. Words such as “believe”, “expect”, “anticipate”, “may”, “assume”, “plan”, “intend”, “will”, “should”, “estimate”, “risk”, and similar expressions or the negatives of these expressions are intended to identify forward-looking statements. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. You should not place undue reliance on these forward-looking statements. Cheplapharm does not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Cautionary Statement
Under no circumstances shall the Consent Solicitation Statement constitute a tender or exchange offer for, an offer to sell or issue or the solicitation of an offer to buy or subscribe for the Notes in any jurisdiction. The Solicitation shall not be considered an “offer of securities to the public,” or give rise to or require a prospectus in a European Economic Area member state pursuant to Regulation (EU) 2017/1129 (as amended or superseded) or in the United Kingdom pursuant to Regulation 2017/1129 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.
The Solicitation is not being made to, and no consents are being solicited from, holders or beneficial owners of the Notes in any jurisdiction in which it is unlawful to make such consent solicitation or grant such consents. However, the Issuer may, in its sole discretion and in compliance with any applicable laws, take such actions as it may deem necessary to solicit consents in any jurisdiction and may extend the consent solicitation to, and solicit consents from, persons in such jurisdiction.
The communication of the Consent Solicitation Statements and any other documents or materials relating to the Consents is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the Consent Solicitation Statement is for distribution only to persons who: (a) 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”)); (b) are persons falling within Article 43 of the Order; (c) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order; (d) are outside the United Kingdom; or (e) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise may lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). The Consent Solicitation Statement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the Consent Solicitation Statement relates is available only to relevant persons and will be engaged in only with relevant persons. No part of the Consent Solicitation Statement should be published, reproduced, distributed or otherwise made available in whole or in part to any other person.
The making of the consent solicitation may be restricted by laws and regulations in some jurisdictions. Persons into whose possession the Consent Solicitation Statement comes must inform themselves about and observe these restrictions.
This release and the information contained herein are for information purposes only and do not constitute a prospectus or an offer to sell, or a solicitation of an offer to buy or subscribe for, any securities in the United States of America or in any other jurisdiction.
Any deadline by any intermediary of clearing system may be earlier than the deadlines specified in the Consent Solicitation Statement.
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For further information, please contact:
The Solicitation Agent:
Deutsche Bank Aktiengesellschaft
Mainzer Landstr. 11-17
60329 Frankfurt am Main
Germany
Attn: Liability Management Group
Tel: +44 207 545 8011
J.P. Morgan SE
Taunustor 1 (TaunusTurm)
60310 Frankfurt am Main
Germany
Attn: EMEA Liability Management Group
E-mail: liability_management_EMEA(at)jpmorgan.com
J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
United States of America
Attn: Liability Management Group
Tel: +212 834-3046
The Tabulation and Information Agent:
Kroll Issuer Services Limited
The News Building
3 London Bridge Street
London SE1 9SG
United Kingdom
Attn: David Shilson
E-mail: cheplapharm(at)is.kroll.com
Tel: +44 20 7704 0880