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Santhera Launches Placement of up to 500,000 New Shares Through an Accelerated Bookbuilding Procedure


December 1, 2015 - London

Santhera Pharmaceuticals Holding AG /Santhera Launches Placement of up to 500,000 New Shares Through an Accelerated Bookbuilding Procedure . Processed and transmitted by NASDAQ OMX Corporate Solutions.The issuer is solely responsible for the content of this announcement.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN

Liestal, Switzerland, December 1 2015 - Santhera Pharmaceuticals (SIX: SANN) announces that it plans to place up to 500,000 new shares from its authorized capital, representing 8.8% of the Company's currently outstanding shares. The proceeds from the share placement will significantly strengthen Santhera's resources to finance ongoing developmental, regulatory and commercial activities with its lead product Raxone®.

The new shares with a par value of CHF 1.00 per share will be issued from the Company's authorized capital on a non-preemptive basis. New shares are planned to be placed through an accelerated bookbuilding procedure by way of a private placement in Switzerland and abroad in accordance with applicable securities laws. In line with the articles of incorporation, the Board of Directors has excluded the preemptive rights of the existing shareholders.

Santhera has also granted the bookrunners an option to place up to 100,000 additional shares, increasing the potential offer size to up to 600,000 shares. The shares underlying the increase option will also be sourced from the authorized capital.

The price of the placed shares will be determined after the close of the bookbuilding period which is expected to end on December 2, 2015. Trading of the new shares on the SIX Swiss Exchange will commence on or around December 3, 2015. The new shares will be fully fungible and rank pari passu with the Company's existing shares.

"The proceeds from the planned share placement will significantly support the Company's development, regulatory and commercial activities and strengthen its overall financial flexibility," commented Martin Gertsch, Chairman of the Board.

The proceeds of the proposed financing will be mainly used for the:

  • ongoing preparations for regulatory filings and market launch in Duchenne muscular dystrophy (DMD) in the US and Europe
  • recently announced new clinical trial in DMD patients using glucocorticoid steroids
  • launch of Raxone for the treatment of Leber's hereditary optic neuropathy (LHON) in Europe and the implementation of post-approval measures agreed with the European Medicines Agency (EMA)

About Santhera
Santhera Pharmaceuticals (SIX: SANN) is a Swiss specialty pharmaceutical company focused on the development and commercialization of innovative pharmaceutical products for the treatment of orphan mitochondrial and neuromuscular diseases. Santhera's lead product Raxone® is authorized in the European Union for the treatment of Leber's hereditary optic neuropathy (LHON). Santhera develops Raxone®/Catena® in two additional indications, Duchenne muscular dystrophy (DMD) and primary progressive multiple sclerosis (ppMS), and omigapil for congenital muscular dystrophy (CMD), all areas of high unmet medical need. For further information, please visit the Company's website www.santhera.com.

Raxone® and Catena® are trademarks of Santhera Pharmaceuticals.

For further information, contact:
Thomas Meier, PhD, Chief Executive Officer Christoph Rentsch, Chief Financial Officer
Phone +41 61 906 89 64 Phone +41 61 906 89 65
thomas.meier@santhera.com christoph.rentsch@santhera.com
US investor contact: US Public Relations contact:
Hans Vitzthum, LifeSci Advisors, LLC Deanne Eagle, Planet Communications
Phone +1 212 915 2568 Phone +1 917 837 5866
hans@lifesciadvisors.com deanne@planetcommunications.nyc

Disclaimer / Forward-looking statements
This communication does not constitute an offer or invitation to subscribe for or purchase any securities of Santhera Pharmaceuticals Holding AG. This publication may contain certain forward-looking statements concerning the Company and its business. Such statements involve certain risks, uncertainties and other factors which could cause the actual results, financial condition, performance or achievements of the Company to be materially different from those expressed or implied by such statements. Readers should therefore not place undue reliance on these statements, particularly not in connection with any contract or investment decision. The Company disclaims any obligation to update these forward-looking statements.
Each of the syndicate banks is acting exclusively for Santhera Pharmaceuticals Holding AG in connection with the private placement of the shares and for no other person. They will not regard any other person as their respective client in relation to the private placement and will neither be responsible nor provide protection to anyone other than Santhera Pharmaceuticals Holding AG, nor will they provide advice to anyone other than Santhera Pharmaceuticals Holding AG in relation to the private placement, the contents of this press release or any other matter referred to herein.

Important Cautionary Statement
This press release is not for distribution, directly or indirectly, in or into the United States of America. The shares that are subject of the private placement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state security laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act. There will be no public offer of the shares in the United States of America.   
The shares that are the subject of the private placement are not being offered or sold to any person in the United Kingdom, other than to qualified investors as defined in Section 86(7) of the Financial Services and Markets Act 2000, being persons falling within Article 2.1(E)(i), (ii) or (iii) of Directive 2003/71/EC of the European Parliament and of the Council dated 4 November 2003 (Prospectus Directive), which includes legal entities which are regulated by the Financial Services Authority and entities which are not so regulated whose corporate purpose is solely to invest in securities and who also fall within the definition of "Investment Professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (the "FPO") and high net worth entities falling within Article 49(2)(a) to (d) of the FPO.
This press release and the information contained herein are not, and under no circumstances are to be construed as, an advertisement or a public offering of securities in Canada or any province or territory thereof. Under no circumstances are this press release and the information contained herein to be construed as an offer to sell securities or as a solicitation of an offer to buy securities in any jurisdiction of Canada. Any offer or sale of the securities described herein in Canada will be made only under an exemption from the requirements to file a prospectus with the relevant Canadian securities regulators and only by a dealer properly registered under applicable securities laws or, alternatively, pursuant to an exemption from the dealer registration requirement in the relevant province or territory of Canada in which such offer or sale is made. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon the merits of the investments described herein and any representation to the contrary is an offence.

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This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Santhera Pharmaceuticals Holding AG via Globenewswire

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