CHEPLAPHARM places notes in a volume of €750m in challenging market environment

EQS-News: Cheplapharm AG / Key word(s): Issue of Debt
CHEPLAPHARM places notes in a volume of €750m in challenging market environment
28.04.2023 / 11:12 CET/CEST
The issuer is solely responsible for the content of this announcement.

CHEPLAPHARM Arzneimittel GmbH (“CHEPLAPHARM”), a leading international platform for well-established branded medicines, announces the successful placement of senior secured notes with a total volume of €750m. The proceeds from the new bonds will be used to finance the acquisition of the worldwide[1] commercial rights for Zyprexa® from Eli Lilly and Company. CHEPLAPHARM had announced the landmark acquisition of the well-established and positioned portfolio of products for the treatment of schizophrenia and bipolar disorders over the weekend. With a purchase price significantly above €1bn, this is the largest transaction in CHEPLAPHARM's history.

"I am very pleased about this successful capital market transaction, which enables us to continue our dynamic and profitable growth path", says Dr. Kia Parssanedjad, CFO of CHEPLAPHARM. "The fact that we were able to successfully place the bonds even in the current challenging market environment is a testament to investors' confidence in the strength and resilience of our business model. At the same time, the diversity of our investor base has enabled us to make the best possible use of the positive dynamic between fixed- and floating-rate instruments. On behalf of the entire Management Board, I would like to once again expressly thank our existing as well as new investors for their support."

The new EUR notes mature in 2030, with €425m at 7.500% and €325m at 3-month EURIBOR plus 4.75% per annum. In addition, CHEPLAPHARM is financing the acquisition of the Zyprexa® portfolio from available cash on hand and a drawdown under its revolving credit facility.

Latham & Watkins acted as legal advisor to CHEPLAPHARM.

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_{^[1] Excluding South Korea.}

About CHEPLAPHARM

CHEPLAPHARM is a fast-growing pharmaceutical company, headquartered in Greifswald, Germany, offering branded and niche products worldwide. The family-owned company specializes in selected active substances and indications and focuses on an international buy-and-build strategy.

Please refer to www.cheplapharm.com for additional information.

Press office:

CHEPLAPHARM ǀ Ziegelhof 24 ǀ 17489 Greifswald ǀ presse(at)cheplapharm.com

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.

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.

Forward-looking statements

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 the Company’s intentions, beliefs or current expectations concerning, among other things: the Company’s future financial conditions and performance, results of operations and liquidity; the Company’s strategy, plans, objectives, prospects, growth, goals and targets and future developments in the markets in which the Company participates or is seeking to participate. 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 the Company’s actual financial condition, results of operations and cash flows, and the development of the industry in which the Company operates, may differ materially.

28.04.2023 CET/CEST Dissemination of a Corporate News, transmitted by EQS News - a service of EQS Group AG.
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