AD HOC ANNOUNCEMENT PURSUANT TO ART. 53 LR NOT FOR RELEASE, PUBLICATION, DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
Medartis successfully places CHF 115.8 million convertible bonds due 2031
Basel, 4 April 2024: Medartis Holding AG (SIX: MED, the “Company” or “Medartis”), a specialized orthopaedic company for head and extremity surgery, announces the successful placement of senior unsecured guaranteed convertible bonds due 2031 (the “Bonds”, and the “Offering”) for an amount of CHF 115.8 million, convertible into newly issued and/or existing registered shares of the Company.
The Bonds are issued via Medartis International Finance SAS, a directly wholly-owned subsidiary of the Company, and the payment obligations under the Bonds will be unconditionally and irrevocably guaranteed by the Company. Advanced subscription rights for existing shareholders were excluded in the Offering.
The settlement of the Bonds is expected to take place on 11 April 2024 (the “Settlement Date”). An application will be made for the Bonds to be admitted to trading on the Open Market of the Frankfurt Stock Exchange (‘Freiverkehr’) and such admission to trading is expected no later than three months after the Settlement Date. The net proceeds from the Bonds issue will be used for general funding purposes including acquisitions in Medartis’ core business.
The Medartis CFO, Dirk Kirsten, commented: “Following the strong sales growth and improved profitability in 2023, we have taken the opportunity to expand our investor base in connection with this transaction, which gives us the strategic flexibility to further accelerate our business with innovative products.”
The Bonds will be issued with a denomination of CHF 200,000 per Bond at 100% of their principal amount, and will bear a coupon of 3.0% per annum, payable semi-annually in arrear. The initial conversion price of the Bonds has been set at CHF 100.725, representing a premium of 27.5% over the price per share in the in the Concurrent Delta Placement (as further described below). The initial conversion price is subject to customary adjustments as set out in the terms and conditions of the Bonds. Unless previously converted, redeemed or, repurchased and cancelled, the Bonds will be redeemed at 100% of their principal amount on 11 April 2031.
The joint bookrunners have conducted a simultaneous placement of existing shares of the Company in order to facilitate hedging the market risk for certain subscribers of the Bonds (the “Concurrent Delta Placement”). Medartis will not receive any proceeds from the placement of these shares.
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Media contact: +41 61 633 37 34 / +41 61 633 37 36
About Medartis Founded in 1997 and headquartered in Basel, Switzerland, Medartis is one of the world’s leading manufacturers and providers of medical devices for surgical fixation of bone fractures for upper and lower extremities as well as for the craniomaxillofacial region. Medartis employs approx. 830 individuals across its 13 locations, with products offered in over 50 countries globally. Medartis is committed to providing surgeons and operating theatre personnel with the most innovative titanium implants and instruments as well as best-in-class service. For more information, please visit www.medartis.com.
Disclaimer THE CONTENTS OF THIS ANNOUNCEMENT HAVE BEEN PREPARED BY AND ARE THE SOLE RESPONSIBILITY OF MEDARTIS HOLDING AG (THE “COMPANY”) AND MEDARTIS INTERNATIONAL FINANCE SAS (THE “ISSUER”). THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS FOR BACKGROUND PURPOSES ONLY AND DOES NOT PURPORT TO BE FULL OR COMPLETE. NO RELIANCE MAY BE PLACED BY ANY PERSON FOR ANY PURPOSE ON THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT OR ITS ACCURACY, FAIRNESS OR COMPLETENESS. THIS INFORMATION DOES NOT CONSTITUTE AN OFFER OR INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SHARES, CONVERTIBLE BONDS OR OTHER SECURITIES IN THE COMPANY OR THE ISSUER (COLLECTIVELY, THE “SECURITIES”) TO ANY PERSON IN THE UNITED STATES, AUSTRALIA, CANADA, ITALY, JAPAN, SOUTH AFRICA OR IN ANY JURISDICTION TO WHOM OR IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. IT IS NOT BEING ISSUED IN COUNTRIES WHERE THE PUBLIC DISSEMINATION OF THE INFORMATION CONTAINED HEREIN MAY BE RESTRICTED OR PROHIBITED BY LAW, THIS INFORMATION IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA AND SHOULD NOT BE DISTRIBUTED TO PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES. THE DISTRIBUTION OF THIS ANNOUNCEMENT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS AND PERSONS INTO WHOSE POSSESSION ANY DOCUMENT OR OTHER INFORMATION REFERRED TO HEREIN COMES SHOULD INFORM THEMSELVES ABOUT AND OBSERVE SUCH RESTRICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION. SECURITIES OF THE COMPANY OR THE ISSUER ARE NOT BEING PUBLICLY OFFERED. IN PARTICULAR, THE SECURITIES OF THE COMPANY AND THE ISSUER REFERRED TO HEREIN MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR OFFERED IN A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR UNDER THE APPLICABLE SECURITIES LAWS OF AUSTRALIA, CANADA OR JAPAN. SUBJECT TO CERTAIN EXCEPTIONS, THE SECURITIES REFERRED TO HEREIN MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OF U.S. PERSONS EXCEPT IN AN “OFFSHORE TRANSACTION” IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OR FOR THE ACCOUNT OR BENEFIT OF ANY NATIONAL, RESIDENT OR CITIZEN OF AUSTRALIA, CANADA OR JAPAN. THIS DOCUMENT DOES NOT CONSTITUTE A PROSPECTUS ACCORDING TO THE SWISS FEDERAL ACT ON FINANCIAL SERVICES. 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EACH OF THE ISSUER, THE COMPANY, THE JOINT BOOKRUNNERS AND THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO UPDATE, REVIEW OR REVISE ANY FORWARD LOOKING STATEMENT CONTAINED IN THIS ANNOUNCEMENT WHETHER AS A RESULT OF NEW INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE. THIS PUBLICATION CONSTITUTES NEITHER A PROSPECTUS OR A SIMILAR NOTICE WITHIN THE MEANING OF THE ARTICLES 35 ET SEQQ. AND 69 OF THE SWISS FEDERAL ACT ON FINANCIAL SERVICES (“FINSA”) OR A LISTING PROSPECTUS WITHIN THE MEANING OF THE APPLICABLE LISTING RULES OF ANY STOCK EXCHANGE. THE SECURITIES MAY NOT BE PUBLICLY OFFERED, DIRECTLY OR INDIRECTLY, IN SWITZERLAND WITHIN THE MEANING OF FINSA AND NO APPLICATION HAS OR WILL BE MADE TO ADMIT THE SECURITIES TO TRADING ON ANY TRADING VENUE (EXCHANGE OR MULTILATERAL TRADING FACILITY) IN SWITZERLAND. THE OFFERING OF SECURITIES IN SWITZERLAND IS EXEMPT FROM THE REQUIREMENT TO PREPARE AND PUBLISH A PROSPECTUS. 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