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Greifswald, Germany—January 28, 2020 – Cheplapharm Arzneimittel GmbH (“we, “us”, or the “Company”) announces that it has priced €500 million aggregate principal amount of its 3.500% senior secured notes due 2027 (the “Notes”), at an offering price of 100.0%. The Notes were upsized from €400 million at launch and the envisaged incremental term loan facility has been withdrawn. The Notes are being offered only to qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and to certain persons outside the United States in reliance on Regulation S under the Securities Act.
The Company intends to use the proceeds from the offering of the Notes, together with cash on hand to (i) repay certain existing financial indebtedness under a bridge facility and its revolving credit facility, (ii) pay the purchase price for a portfolio of ten pharmaceutical products it agreed to acquire in November 2019 and (iii) costs and expenses related to the foregoing.
The offering of the Notes is expected to close and the Notes are expected to be issued on or about February 11, 2020, subject to customary closing conditions.
For more information, please contact:
CHEPLAPHARM Arzneimittel GmbH
Ziegelhof 24, 17489 Greifswald, Germany
Cheplapharm Investor Relations:
Jens Remmers | Ziegelhof 24 | 17489 Greifswald | investor-relations(at)cheplapharm.com
CHEPLAPHARM Arzneimittel GmbH | Ziegelhof 24 | 17489 Greifswald | presse(at)cheplapharm.com
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These materials are not an offer for sale of securities.
The offering is being made by means of an offering memorandum. This announcement does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security and shall not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful.
The Notes and the related guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States, or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. Accordingly, the Notes and the related guarantees are being offered and sold (i) in the United States only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and (ii) in “offshore transactions” to non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act. There is no assurance that the offerings will be completed or, if completed, as to the terms on which they will be completed.
This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom, (ii) persons who are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order, or (iv) any persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or cause to be communicated (all such persons together being referred to as “relevant persons”). The investments to which this press release relates are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this press release or any of its contents.
The offer and sale of the Notes will be made pursuant to an exception under the Prospectus Regulation from the requirement to produce a prospectus for offers of securities. This press release does not constitute a prospectus within the meaning of the Prospectus Regulation or an offer to the public.
Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail investors in EEA.
The distribution of this press release into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the laws of any such jurisdiction.
This news release may include “forward-looking statements” within the meaning of the securities laws of certain applicable jurisdictions. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this news release, including, without limitation, those regarding Cheplapharm’s intentions, beliefs or current expectations concerning, among other things: Cheplapharm’s future financial conditions and performance, results of operations and liquidity; Cheplapharm’s strategy, plans, objectives, prospects, growth, goals and targets; future developments in the markets in which Cheplapharm participates or is seeking to participate; and anticipated regulatory changes in the industry in which Cheplapharm operates. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “anticipate”, “believe”, “continue”, “ongoing”, “estimate”, “expect”, “intend”, “may”, “plan”, “potential”, “predict”, “project”, “target”, “seek” or, in each case, their negative, or other variations or comparable terminology. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. Readers are cautioned that forward-looking statements are not guarantees of future performance and that Cheplapharm’s actual financial condition, results of operations and cash flows, and the development of the industry in which Cheplapharm operates, may differ materially from (and be more negative).