Cheplapharm Arzneimittel GmbH
(the “Issuer”)
€500,000,000 3.500% Senior Secured Notes due 2027 of the Issuer (the “Notes”)
Reg S: ISIN: XS2112973107 / Common Code: 211297310
144A: ISIN: XS2112973362 / Common Code: 211297336
Notice is hereby given pursuant to paragraph 5 of the Notes and the terms of the indenture, dated as of February 11, 2020 (the “Indenture”), by and among, inter alios, the Issuer, Deutsche Trustee Company Limited, as trustee (the “Trustee”), Deutsche Bank AG, London Branch, as principal paying agent (the “Paying Agent”), and Deutsche Bank Luxembourg S.A. as registrar, transfer and security agent, that the Issuer has elected to redeem all of the Notes that remain outstanding on July 3, 2025 pursuant to paragraph 5(e) of the Notes and Section 3.07(e) of the Indenture. Terms used but not defined herein have the meanings ascribed to them in the Indenture.
The terms and conditions of the redemption are as follows:
- Subject to the satisfaction or waiver of the Financing Condition (as defined below), the redemption date for the Notes will be July 3, 2025, as may be delayed in accordance with paragraph 7 hereof, provided that in no case shall the redemption date be more than 60 days following the date hereof (the “Redemption Date”). The record date on which any Holder of Notes must hold any Notes to be entitled to the Redemption Price (as defined below) will be one Business Day prior to the Redemption Date.
- The total redemption amount for the Notes is €500,000,000. The redemption price of the Notes is 100.000% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest from (and including) February 15, 2025 (the last date upon which interest on the Notes was paid) to, but not including, the Redemption Date and Additional Amounts, if any (the “Redemption Price”), which comprises (i) the principal amount of the Notes to be redeemed of €500,000,000 and (ii) accrued but unpaid interest equal to €6,708,333.33.
- To collect the Redemption Price, the Notes called for redemption must be surrendered to Deutsche Bank AG, London Branch, in its capacity as Paying Agent at Deutsche Bank AG, London Branch, 21 Moorfields, London EC2Y 9DB, United Kingdom.
- Unless the Issuer defaults in making such redemption payment, interest and Additional Amounts, if any, on the Notes called for redemption shall cease to accrue on and after the Redemption Date.
- The ISIN and Common Code numbers in relation to the Notes being redeemed are as set forth above solely for the convenience of the Holders of the Notes. No representation is made as to the correctness or accuracy of such numbers listed in this Notice of Conditional Full Redemption or printed on the Notes. Neither the Trustee nor the Paying Agent shall be responsible for the correctness or accuracy of the redemption calculations, or the terms and conditions of the redemption stated herein.
- The Notes will be redeemed in accordance with paragraph 5(e) of the Notes and Section 3.07(e) of the Indenture.
- The Issuer’s obligation to redeem any of the Notes on the Redemption Date is conditioned upon receipt by the Trustee or the Paying Agent of aggregate proceeds in a sufficient quantity to pay the Redemption Price for the Notes in full and to pay all related expenses on the Redemption Date (the “Financing Condition”). Accordingly, none of the Notes shall be deemed due and payable on the Redemption Date unless and until the Financing Condition is satisfied or waived by the Issuer in its sole discretion. In the Issuer's discretion, the Redemption Date may be delayed until such time as the Financing Condition shall be satisfied, or such redemption may not occur, and this notice may be rescinded in the event that the Financing Condition shall not have been satisfied by the Redemption Date (as so delayed in accordance with the aforesaid). The Issuer will inform the Trustee, the Paying Agent and Holders of the Notes at least one Business Day prior to the Redemption Date by press release as to whether the Financing Condition has been satisfied or waived. If the Financing Condition is not satisfied or waived on the Redemption Date, any Notes previously surrendered to the Paying Agent shall be returned to the holders of the Notes thereof.
Any questions regarding this Notice of Conditional Full Redemption should be directed to the Issuer at:
Cheplapharm Arzneimittel GmbH
Ziegelhof 24
Greifswald
Germany
Email: Patrick.Altwasser(at)cheplapharm.com, Fabian.Kunick(at)cheplapharm.com
Attention: Patrick Altwasser. Fabian Kunick
Dated: June 19, 2025
This announcement does not constitute an offer to sell by Cheplapharm Arzneimittel GmbH as Issuer or the solicitation of an offer to buy securities in any jurisdiction. No money, securities or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted. It may be unlawful to distribute this document in certain jurisdictions.
This announcement contains certain forward-looking statements with respect to certain of the Issuer’s current expectations and projections about future events. These statements, which sometimes use words such as “intend,” “proposed,” “plan,” “expect,” and words of similar meaning, reflect management’s beliefs and expectations and involve a number of risks, uncertainties and assumptions (including the completion of the transactions described in this announcement) that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, the Issuer assumes no responsibility or obligation to update publicly or review any of the forward- looking statements contained in it. Readers should not place undue reliance on forward-looking statements, which speak only as at the date of this announcement.