^Ad hoc announcement pursuant to Art. 53 LR
* A bondholder meeting will take place on May 6, 2024, to vote on proposals to
amend the terms of the outstanding convertible bonds maturing on July
17, 2024, including an extension of the maturity by six months.
Allschwil, Switzerland - April 23, 2024
Idorsia Ltd (SIX: IDIA) today announced that it has published an invitation to a
bondholder meeting for holders of its outstanding convertible bonds maturing on
July 17, 2024 (ISIN: CH0426820350) (the Bonds). At the meeting, the company is
proposing a change to the current terms of the Bonds to avoid potential
liquidity constraints in connection with the redemption of the Bonds.
Bondholders can access the invitation to the bondholder meeting at the following
link: www.idorsia.com/2024-bond (https://www.idorsia.com/investors/stock-
information/stock-overview/2024-bond)
André C. Muller, Chief Financial Officer, commented:
"Based on many interactions with some significant bondholders, we have decided
to adjust our initial proposal, by substantially reducing the conversion price
to CHF 6, extending the maturity date of the Bonds by six months, and
introducing a consent fee of 5 million shares. The requested approval of the new
terms of the Bonds by a majority of two thirds of the Bonds' aggregate principal
amount would avoid short-term liquidity constraints and should give the
additional time needed to negotiate and close additional collaborations that
could significantly extend the cash runway. I hope that all bondholders cast
their vote at the bondholder meeting and allow us to create mid- to long-term
value for all stakeholders."
For this purpose, Idorsia is calling a bondholder meeting in accordance with
articles 1164 et seqq. of the Swiss Code of Obligations (the Bondholder Meeting)
and proposes to the bondholders to modify the terms of the Bonds to, among
others, (i) amend the conversion price to CHF 6.00 (from currently CHF 33.95),
(ii) extend the maturity date by six months to January 17, 2025 and (iii) give
Idorsia the option to call the Bonds at par, in full or in part, at any time
upon giving ten trading days' notice.
As a consent fee for this transaction, the Issuer will deliver 5,000,000 Idorsia
shares to the bondholders once the amendment of the Bonds terms become
effective. In addition, Idorsia will commit to use proceeds from divestitures or
outlicensing transactions to repay the Bonds pursuant to the proposed amended
terms. The detailed, binding terms of the amendments and undertakings are set
out in the Bondholder invitation.
Idorsia's main investors, Jean-Paul and Martine Clozel, have expressed their
commitment to vote in favor of the proposals to amend the terms of the Bonds.
An Unaudited Financial Status as of March 31, 2024, required for the Bondholder
Meeting was made public on April 17, 2024 and is available on the company
website at the following link: www.idorsia.com/investors/financial-information
(http://www.idorsia.com/investors/financial-information)
Idorsia has appointed J.P. Morgan Securities plc to act as Dealer Manager for
the bondholder solicitation process.
Notes to the editor
About Idorsia
Idorsia Ltd is reaching out for more - We have more ideas, we see more
opportunities and we want to help more patients. In order to achieve this, we
will develop Idorsia into a leading biopharmaceutical company, with a strong
scientific core.
Headquartered near Basel, Switzerland - a European biotech-hub - Idorsia is
specialized in the discovery, development and commercialization of small
molecules to transform the horizon of therapeutic options. Idorsia has a 25-year
heritage of drug discovery, a broad portfolio of innovative drugs in the
pipeline, an experienced team of professionals covering all disciplines from
bench to bedside, and commercial operations in Europe and North America - the
ideal constellation for bringing innovative medicines to patients.
Idorsia was listed on the SIX Swiss Exchange (ticker symbol: IDIA) in June 2017
and has over 750 highly qualified specialists dedicated to realizing our
ambitious targets.
For further information, please contact
Andrew C. Weiss
Senior Vice President, Head of Investor Relations & Corporate Communications
Idorsia Pharmaceuticals Ltd, Hegenheimermattweg 91, CH-4123 Allschwil
+41 58 844 10 10
investor.relations@idorsia.com (mailto:investor.relations@idorsia.com)
media.relations@idorsia.com (mailto:media.relations@idorsia.com)
www.idorsia.com (http://www.idorsia.com)
The above information contains certain "forward-looking statements", relating to
the company's business, which can be identified by the use of forward-looking
terminology such as "estimates", "believes", "expects", "may", "are expected
to", "will", "will continue", "should", "would be", "seeks", "pending" or
"anticipates" or similar expressions, or by discussions of strategy, plans or
intentions. Such statements include descriptions of the company's investment and
research and development programs and anticipated expenditures in connection
therewith, descriptions of new products expected to be introduced by the company
and anticipated customer demand for such products and products in the company's
existing portfolio. Such statements reflect the current views of the company
with respect to future events and are subject to certain risks, uncertainties
and assumptions. Many factors could cause the actual results, performance or
achievements of the company to be materially different from any future results,
performances or achievements that may be expressed or implied by such forward-
looking statements. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those described herein as anticipated, believed,
estimated or expected.
°
