NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY NOTES.
Cheplapharm Arzneimittel GmbH
July 23, 2025 — Cheplapharm Arzneimittel GmbH (the “Issuer”) announces today that the holders (the “Noteholders”) of its outstanding €575,000,000 4.375% Senior Secured Notes due 2028 (ISIN / Common Code: Reg S: XS2243548273 / 224354827, 144A: XS2243548356 / 224354835) (the “Euro Notes”) and $500,000,000 5.5% Senior Secured Notes due 2028 (ISIN / Common Code / CUSIP: Reg S: USD1T29ZAB81 / 224772238 / D1T29ZAB8, 144A: US16412EAA55 / 222197848 / 16412EAA5) (the “Dollar Notes” and together with the Euro Notes, the “Notes”) validly tendered and did not validly withdraw €369,887,000 in aggregate principal amount of the Euro Notes and $484,460,000 in aggregate principal amount of the Dollar Notes on or prior to 5:00 p.m., New York City time, on July 22, 2025 (the “Early Tender Deadline”) pursuant to the Issuer’s previously announced cash tender offer (the “Offer”).
The Offer is oversubscribed, and proration will be applied to the Notes tendered within the applicable Acceptance Priority Levels. According to the Acceptance Priority Levels, the Issuer will only accept for purchase the Dollar Notes validly tendered on a pro rata basis, using a proration factor calculated to ensure that the Aggregate Purchase Consideration does not exceed the Maximum Tender Consideration and as set out below.
For the purposes of calculating the Aggregate Purchase Consideration and the applicable proration factor, the principal amount of the Dollar Notes will be converted into euros using the FX rate from the Bloomberg Page BFIX USDEUR <GO>, with the quote as of the Early Tender Deadline on July 22, 2025, which was 0.8508. The proration factor will be applied to proportionally reduce the principal amount of Notes accepted for purchase, while ensuring that Notes are returned in Authorized Denominations.
Notes not purchased will be returned to the respective Noteholders in accordance with the terms of the Offer. The specific proration factor and resulting principal amounts accepted will be communicated to Noteholders following the calculation.
As a result of the oversubscription, no further Notes tendered after the Early Tender Deadline will be accepted for purchase. The Offer has now effectively concluded and any Notes tendered after the Early Tender Deadline will not be accepted for purchase.
Any capitalized terms not defined in this announcement have the meanings given to them in the Tender Offer Memorandum.
Early Results of the Offer
The Issuer hereby announces that it has decided to accept for purchase the Dollar Notes validly tendered at or prior to the Early Tender Deadline as set out below:
_____________________________
Expressed as a percentage of principal amount of the Dollar Notes and the Euro Notes tendered, respectively, exclusive of any accrued and unpaid interest, which will be paid to (but excluding) the Early Settlement Date or the Final Settlement Date, as applicable.
The Aggregate Purchase Consideration as at the Early Tender Deadline is €240,053,220.00 which for the avoidance of doubt excludes Accrued Interest.
Noteholders that validly tendered and did not validly withdraw their Notes on or prior to the Early Tender Deadline and which have been accepted by the Issuer will be paid, subject to satisfaction of all conditions to the Offer, the Early Purchase Price plus the Accrued Interest from (and including) the immediately preceding interest payment for the Notes up to but not including the date promptly following the Early Tender Deadline. Such payment will take place on the Early Settlement Date, which is expected to be July 25, 2025. The above times and dates are subject to the rights of the Company to extend, re-open, amend and waive in whole or in part any condition to the Offer (subject to applicable law).
The Notes acquired in the Offer will be cancelled. Notes that have not been successfully tendered for purchase and accepted by the Issuer pursuant to the Offer will remain outstanding and will remain subject to the indenture governing the Notes.
Beneficial owners should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadline for participation in the Offer. Accordingly, beneficial owners wishing to participate in the Offer should contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the time by which such beneficial owner must take action in order to participate.
Amendment and Termination
The Issuer reserves the right, in its sole and absolute discretion, to extend, re-open, withdraw or terminate the Offer and to amend or waive any of the terms and conditions of the Offer at any time following the announcement of the Offer. Details of any such extension, re‑opening, withdrawal, termination, amendment or waiver will be notified to the Noteholders as soon as possible after such decision.
Termination of the Offer may occur in the Issuer’s discretion, notwithstanding the satisfaction of the General Conditions, and the Issuer is not required to make any further announcement or provide any further reasoning related thereto, unless required by law.
The Offer is subject to the terms and conditions set forth in the Tender Offer Memorandum, including certain customary conditions. The Issuer reserves the right, in its sole discretion, to waive any and all conditions.
Citigroup Global Markets Limited and Deutsche Bank Aktiengesellschaft are acting as “Dealer Managers” for the Offer. In connection with the Offer, Kroll Issuer Services Limited has been appointed as tender agent (in such capacity, the “Tender Agent”). Noteholders with questions about the Offer should contact the Dealer Managers or the Tender Agent. Any extension, amendment or termination of the Offer shall be published by the Issuer by press release or notice to the Tender Agent.
None of the Issuer, the Dealer Managers, the Tender Agent or any of their respective affiliates are making any recommendations to the Noteholders as to whether to tender or refrain from tendering their Notes in the Offer. Noteholders must decide how many Notes they will tender, if any.
Noteholders who have Notes registered in the name of a bro ker,dealer, commercial bank, trust company or other nominee must contact, and issue appropriate instructions to, such broker, dealer, commercial bank, trust company or other nominee if such Noteholder desires to tender those Notes. The deadlines set by the clearing systems for submission of Tender instructions will be earlier than the relevant deadlines specified in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum can be obtained by eligible Noteholders from the Tender Agent at the contact details below.
THE ISSUER
Cheplapharm Arzneimittel GmbH
Ziegelhof 24
17489 Greifswald
Germany
Requests for Information in relation to the Offer should be directed to:
THE DEALER MANAGERS
Citigroup Global Markets Limited
Citigroup Centre
Canada Square, Canary Wharf
London E14 5LB
United Kingdom
Attention: Liability Management Group
Telephone in Europe: +44 20 7986 8969
Telephone in the United States:
Toll Free: +1 800 558 3745
Collect: +1 212 723 6106
Email: liabilitymanagement.europe@citi.com
Deutsche Bank Aktiengesellschaft
Mainzer Landstraße 11-17
60329 Frankfurt am Main
Germany
Attn: Liability Management Group
Telephone: +44 207 545 8011
Requests for information in relation to the procedures for tenering Notes and participating in the Offer and the submission of an Electronic Instruction should be directed to the Tender Agent:
THE TENDER AGENT
Kroll Issuer Services Limited
The News Building
3 London Bridge Street
London SE1 9SG
United Kingdom
Attention: Jacek Kusion
Tel: +44 (0)20 7704 0880
Email: cheplapharm@is.kroll.com
Website: deals.is.kroll.com/cheplapharm
None of the Issuer, the Trustee, the Dealer Managers or the Tender Agent makes any recommentation as to whether you should tender any or all of your Notes. This announcement is not an offer to purchase any Notes or a solicitation of an offer to sell any Notes. The Offer is being made solely by means of the Tender Offer Memorandum.
DISCLAIMER
NOT FOR DISTRIBUTION FROM, WITHIN, IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
The distribution of the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Tender Offer Memorandum comes are required by the Issuer, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.
This announcement is neither an offer to purchase nor the solicitation of an offer to sell any of the securities described herein, nor shall there be any offer or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Offer is made solely pursuant to the Tender Offer Memorandum dated July 9, 2025.
This announcement must be read in conjunction with the Tender Offer Memorandum. thsi announcement and the Tender OfferMemorandum contain important information which shoud be read carefully before any decision is made with respect to the Offer. If any Noteholder is in any doubt as tot the action it should take, it is recommended that such Noteholer seeks its own financial and legal advice, including as to any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entitiy if it wishes to tender Notes in the Offer. None of the Issuer, the Dealer Managers or th Tender Agent makes any recommendation as to whether Noteholders should participate in the Offer.
The communication of the Tender Offer Memorandum and any other documents or materials relating to the Offer 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, as amended. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may only be communicated to “qualified investors” in the sense of Article 2(e) of the Prospectus Regulation as it forms part of the domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”) who are (i) investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order)), (ii) persons who are within Article 43 of the Financial Promotion Order or (iii) any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (together, for purposes of this paragraph, relevant persons) and must not be acted on or relied upon by persons other than relevant persons. Any investment or investment activity to which this Tender Offer Memorandum relates is available only to relevant persons and will be engaged only with relevant persons (and is subject to other restrictions referred to in the Financial Promotion Order).
Neither the Tender Offer Memorandum nor any other documents or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority (Autorité des services et marchés financiers/Autoriteit voor financiële diensten en markten) and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Offer may not be advertised and the Offer will not be extended, and neither this Tender Offer Memorandum nor any other documents or materials relating to the Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than where it concerns only securities held by “qualified investors” in the sense of Article 2(e) of Regulation (EU) 2017/1129 , acting on their own account. The Tender Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer. Accordingly, the information contained in the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.
None of the Offer, the Tender Offer Memorandum or any other documents or materials relating to the Offer have been submitted or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations. The Offer is being carried out in the Republic of Italy (“Italy”) as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Noteholders or beneficial owners of the Notes that are located in Italy may tender their Notes in the Offer through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes and/or the Offer.
The Tender Offer Memorandum and any other documents or offering materials relating to the Offer may be distributed in the Republic of France only to qualified investors (investisseurs qualifiés) as defined in Article 2(e) of the Prospectus Regulation and in accordance with Articles L.411-1 and L.411-2 of the French Code monétaire et financier and applicable regulations thereunder. This Tender Offer Memorandum has not been and will not be submitted for clearance to, nor approved by, the Autorité des marchés financiers.
Any deadlines set by any intermediary will be earlier than the deadlines specified in the Teder Offer Memorandum.
This announcement contains forward-looking statements and information that is necessarily subject to risks, uncertainties, and assumptions. Certain such forward-looking statements can be identified by the use of forward-looking terminology such as “believes”, “expects”, “may”, “are expected to”, “intends”, “will”, “will continue”, “should”, “would be”, “seeks”, “anticipates” or similar expressions or the negative thereof or other variations thereof or comparable terminology. These forward-looking statements include all matters that are not historical facts. No assurance can be given that the transactions described herein will be consummated or as to the terms of any such transactions. The Issuer assumes no obligation to update or correct the information contained in this announcement.