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
Cheplapharm Arzneimittel GmbH announces offer to purchase for cash up to an aggregate purchase
consideration of €240,000,000 (excluding payment of accrued and unpaid interest) of its outstanding
€575,000,000 4.375% Senior Secured Notes due 2028
(ISIN / Common Code: Reg S: XS2243548273 / 224354827, 144A: XS2243548356 / 224354835) and
$500,000,000 5.5% Senior Secured Notes due 2028
(ISIN / Common Code / CUSIP: Reg S: USD1T29ZAB81 / 224772238 / D1T29ZAB8, 144A:
US16412EAA55 / 222197848 / 16412EAA5).
July 9, 2025 — Cheplapharm Arzneimittel GmbH (the “Issuer”) announces today that it is offering to purchase (such offer, the “Offer”) 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”) for cash up to an Aggregate Purchase Consideration of €240,000,000 (excluding payment of accrued and unpaid interest) (the “Maximum Tender Consideration”) from the holders of the Notes (each a “Noteholder” and together, the “Noteholders”). The purchase price will be either the Early Purchase Price or the Purchase Price (each as set forth below), contingent upon whether the Notes are validly tendered before or after the Early Tender Deadline, as detailed in the tender offer memorandum dated as of July 9, 2025 (the “Tender Offer Memorandum”). Tender Instructions in respect of the Dollar Notes must be submitted in respect of a minimum principal amount of Dollar Notes of no less than $200,000 and in integral multiples of $1,000 in excess thereof. Tender Instructions in respect of the Euro Notes must be submitted in respect of a minimum principal amount of Euro Notes of no less than €100,000 and in integral multiples of €1,000 in excess thereof.
Any capitalized terms not defined in this document have the meanings given to them in the Tender Offer Memorandum.
Reg S ISIN: USD1T29ZAB81 / Common Code: 224772238 / CUSIP: D1T29ZAB8
144A: ISIN: US16412EAA55 / Common Code: 222197848 / CUSIP: 16412EAA5
Reg S ISIN: XS2243548273/ Common Code: 224354827
144A ISIN: XS2243548356 / Common Code: 224354835
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.
Any submissions on any series of Notes prior to the Early Tender Deadline will be accepted in priority to any submissions of any series after the Early Tender Deadline in accordance with the Acceptance Priority Levels (as defined herein). To the extent that the Aggregate Purchase Consideration reaches the Maximum Tender Consideration at Acceptance Priority Level 1 or Acceptance Priority Level 2, no Notes tendered after the Early Tender Deadline will be accepted. For purposes of calculating the Aggregate Purchase Consideration and the applicable proration factor, if any, the principal amount of the Dollar Notes will be converted into euros as set out under in the Tender Offer Memorandum. See also “—Acceptance and Proration.”
The Offer commences on July 9, 2025 and will expire at 5:00 p.m., New York City time, on August 6, 2025, unless extended, re-opened or terminated as provided in the Tender Offer Memorandum (such time and date, as the same may be extended or terminated, the “Expiration Deadline”). Noteholders must validly offer their Notes for purchase, and not validly revoke their tender instructions, electronically submitted to the clearing systems (DTC, Clearstream and Euroclear) via their broker, dealer, bank, custodian, trust company or other nominee or other intermediary through which they hold Notes (“Tender Instructions”), at or prior to 5:00 p.m., New York City time on July 22, 2025 (such time and date, as may be extended, the “Early Tender Deadline”) in order to receive the Early Purchase Price on the Early Settlement Date. Noteholders who validly tender their Notes, and not validly revoke their Tender Instructions, after the Early Tender Deadline, but prior to the Expiration Deadline, assuming the aggregate purchase consideration (as defined herein) has not been met, will be eligible to receive the Purchase Price (as defined herein).
Purchase Price and Accrued Interest
The Issuer will, subject to the Minimum Denomination, pay on the Early Settlement Date (as defined below) for the Notes validly submitted for tender and not validly withdrawn prior to or at the Early Tender Deadline and accepted for purchase by the Issuer 99% of the aggregate principal amount of the Dollar Notes and 100% of the aggregate principal amount of the Euro Notes (the “Early Purchase Price”).
The Issuer will, subject to the Minimum Denomination, pay on the Final Settlement Date (as defined below) for the Notes validly submitted for tender and not validly withdrawn after the Early Tender Deadline and accepted for purchase by the Issuer 96% of the aggregate principal amount of the Dollar Notes and 97% of the aggregate principal amount of the Euro Notes (the “Purchase Price”).
In addition, in respect of any Notes accepted for purchase, the Issuer will also pay an amount equal to any accrued and unpaid interest on the Notes from, and including, July 15, 2025, the most recent interest payment date for the Notes immediately preceding the relevant Settlement Date (as defined below) to, but excluding, the relevant Settlement Date, which is expected to occur on or about July 25, 2025 or August 8, 2025, as the case may be (the “Accrued Interest”).
Rationale for the Offer
The Offer is part of the Issuer’s proactive management of its maturity profile.
On July 2, 2025, the Issuer completed the offering of €750,000,000 in aggregate principal amount of its 7.125% Senior Secured Notes due 2031 (the “New Notes”). A portion of the proceeds from the offering of the New Notes was used to redeem the Issuer’s €500,000,000 3.5% Senior Secured Notes due 2027. The remaining proceeds from the offering of the New Notes, after payment of transaction costs, are earmarked for a partial refinancing of the Notes. The Issuer may use any remaining proceeds from the offering of the New Notes after completion of this Offer to acquire or redeem one or more series of the Notes, including by way of open market repurchases, privately negotiated transactions, tender offers, redemptions or otherwise.
Acceptance and Proration
The Issuer proposes to accept validly tendered Notes for purchase such that the Aggregate Purchase Consideration does not exceed the Maximum Tender Consideration.
The amounts of each of the Dollar Notes and the Euro Notes of validly tendered Notes that are purchased in the Offer will be determined in accordance with the acceptance priority levels noted on page 1 hereof (the “Acceptance Priority Levels”), with Acceptance Priority Level 1 being the highest and Acceptance Priority Level 4 being the lowest. As specified by the Acceptance Priority Levels and for avoidance of doubt, all Notes validly tendered on or before the Early Tender Deadline shall be accepted in priority to Notes validly tendered after the Early Tender Deadline but on or before the Expiration Deadline. The Notes may be subject to proration, each as more fully described herein.
As a result of the Acceptance Priority Levels, the Issuer will seek to purchase tendered Notes in the following order: Dollar Notes tendered prior to the Early Tender Deadline, Euro Notes tendered prior to the Early Tender Deadline, Dollar Notes tendered after the Early Tender Deadline (but before the Expiration Deadline) and Euro Notes tendered after the Early Tender Deadline (but before the Expiration Deadline).
If the purchase of all Notes validly tendered at a given Acceptance Priority Level would not cause the Aggregate Purchase Consideration to exceed the Maximum Tender Consideration, all Notes tendered at such Acceptance Priority Level will be accepted. If the purchase of all Notes validly tendered at a given Acceptance Priority Level would cause the Aggregate Purchase Consideration to exceed the Maximum Tender Consideration, then the Offer will be oversubscribed and proration of Notes will occur within that Acceptance Priority Level. The Issuer will (assuming satisfaction or, where applicable, the waiver of the conditions to the Offer) accept for purchase on the relevant Settlement Date the Notes validly tendered (and not withdrawn), at or prior to the Early Tender Deadline or Expiration Deadline as applicable, within that Acceptance Priority Level on a pro rata basis such that the Issuer will not accept for purchase Notes within the respective Acceptance Priority Level that would cause the Aggregate Purchase Consideration to exceed the Maximum Tender Consideration.
In the event that proration of Notes at any Acceptance Priority Level is required, the Issuer will multiply the principal amount of Notes subject to proration by the applicable proration factor. The proration factor (if any) will be calculated such that the Aggregate Purchase Consideration does not exceed the Maximum Tender Consideration. To avoid purchases of Euro Notes in principal amounts other than denominations of €100,000 and integral multiples of €1,000 in excess thereof, or with respect to the Dollar Notes in principal amounts other than denominations of $200,000 and integral multiples of $1,000 in excess thereof (the “Authorized Denominations”) and to ensure the Issuer returns Notes in Authorized Denominations, if necessary, the Issuer will make downward adjustments to the nearest €1,000 or $1,000 as the case may be, of principal amount. If application of the proration factor will result in either (i) the relevant Noteholder transferring Notes to the Issuer in a principal amount of less than €100,000 or $200,000 or (ii) Notes in a principal amount of less than €100,000 or $200,000 being returned to a Noteholder, then the Issuer will, in its sole discretion, either reject all or accept all of such Noteholder’s validly tendered Notes. Notes not purchased as a result of proration will be returned to the relevant Noteholder. Noteholders who tender less than all their Notes must continue to hold Notes in minimum Authorized Denominations.
If proration is required at any Acceptance Priority Level, any Notes in a lower Acceptance Priority Level will not be accepted for purchase. As such, to the extent that the Aggregate Purchase Consideration reaches the Maximum Tender Consideration at Acceptance Priority Level 1 or Acceptance Priority Level 2, no Notes tendered after the Early Tender Deadline will be accepted for purchase.
For purposes of calculating the Aggregate Purchase Consideration and the applicable proration factor, if any, 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 Early Tender Deadline (or if such source is unavailable, another generally accepted source at or close to the Early Tender Deadline).
All Notes not accepted as a result of acceptance in accordance with Acceptance Priority Levels and proration will be rejected.
Each tender of Notes that is scaled by a proration factor in the manner described herein will be rounded down to the nearest Authorized Denomination.
Notes accepted for purchase pursuant to the Offer will be paid for through the Clearing Systems (as defined herein) on a date promptly following the Early Tender Deadline (the “Early Settlement Date”) or a date promptly following the Expiration Deadline (the “Final Settlement Date”, each such Early Settlement Date and Final Settlement Date, a “relevant Settlement Date”), as applicable. The Issuer currently expects the Early Settlement Date to be July 25, 2025 and the Issuer currently expects the Final Settlement Date to be August 8, 2025.
Indicative Timetable
Below is an indicative timetable providing information with respect to the expected dates and times for the Offer. The timetable is subject to change, and dates and times may be extended, amended or terminated by the Issuer as described in the Tender Offer Memorandum.
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 broker, 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 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(at)is.kroll.com
Website: deals.is.kroll.com/cheplapharm
None of the Issuer, the Trustee, the Dealer Managers or the Tender Agent makes any recommendation 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. 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 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 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 authorised 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 in 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.