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CHEPLAPHARM Arzneimittel GmbH

Tender Offer Final Results Announcement

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

August 7, 2025 — Cheplapharm Arzneimittel GmbH (the “Issuer”) announces today the final results of its previously announced cash tender offer (the “Offer”) to purchase a portion 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”). 

The Offer expired at 5:00 p.m., New York City time, on August 6, 2025 (such date, the “Expiration Deadline”). 

As previously announced on July 23, 2025, the Offer was oversubscribed at 5:00 p.m., New York City time, on July 22, 2025 (the “Early Tender Deadline”), with a total principal amount of €369,887,000 of the Euro Notes and $484,460,000 of the Dollar Notes validly tendered and not validly withdrawn. In accordance with the terms of the Offer, a proration was applied to the Notes tendered within the applicable Acceptance Priority Levels. The Issuer accepted the Dollar Notes on a pro rata basis, using a proration factor calculated to ensure the Aggregate Purchase Consideration did not exceed the Maximum Tender Consideration. The principal amount of Dollar Notes was converted into euros using the FX rate of 0.8508 from Bloomberg Page BFIX USDEUR <GO> as of July 22, 2025. This proration factor proportionally reduced the principal amount of Notes accepted for purchase, ensuring they were returned in Authorized Denominations. No Euro Notes have been accepted for purchase.  

No Notes were validly tendered after the Early Tender Deadline. As a result, the final results of the Offer remain unchanged from those disclosed in the Early Results Announcement dated July 23, 2025. The Notes acquired in the Offer were 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.

Any capitalized terms not defined in this announcement have the meanings given to them in the Tender Offer Memorandum.

Citigroup Global Markets Limited and Deutsche Bank Aktiengesellschaft were 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. 

 

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 tendering 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

 

 

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 was made solely pursuant to the Tender Offer Memorandum dated July 9, 2025.

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If any Noteholder is in any doubt as to the action it should take, it is recommended that such Noteholder seeks its own financal 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 entity if it wishes to tender Notes in the Offer. None of the Issuer, the Dealer managers or the 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 Tender 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.

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