The Company, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, 2017/22 Bonds outside the Exchange Offer during the period in which the Exchange Offer remains open for acceptance. If such purchases or arrangements to purchase are made they will be made outside the United States and will comply with applicable law, including the Exchange Act. The Company as the offeror is a Swiss company. Information distributed in connection with the Exchange Offer is subject to Swiss disclosure requirements that are different from those of the United States. Financial statements and financial information included herein are prepared in accordance with Swiss accounting standards that may not be comparable to the financial statements or financial information of United States companies. It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws in respect of the Exchange Offer, since the Company is located in Switzerland and all of its officers and directors are residents of Switzerland or elsewhere outside of the United States. You may not be able to sue the Company or its officers or directors in a Swiss court or another court outside the United States for violations of the U.S. securities laws. Finally, it may be difficult to compel the Company and its affiliates to subject themselves to a U.S. court's judgment. United Kingdom The communication of this publication and any other documents or materials relating to the Exchange Offer is not being made and such documents and/or materials have not been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended. Accordingly, such documents and/or materials are not being distributed to, are not directed at and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to persons within the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order)) or falling within Article 43(2) of the Order, or to other persons to whom it may lawfully be communicated (together "relevant persons"). The investment activity to which this document relates will only be engaged in with relevant persons and persons who are not relevant persons should not rely on it. European Economic Area In any Member State of the European Economic Area (the EEA) or in the United Kingdom (each, a Relevant State), this Notice is only addressed to, and is only directed at, qualified investors in that Relevant State within the meaning of Regulation (EU) 2017/1129 (the Prospectus Regulation). Each person in a Relevant State who receives any communication in respect of the Exchange Offer contemplated in this Notice will be deemed to have represented, warranted and agreed to and with the Company and the Tender Agent that it is a qualified investor within the meaning of the Prospectus Regulation. The 2017/22 Bonds have not been admitted to trading on a regulated market in the EEA or in the United Kingdom. Switzerland This communication qualifies as advertisement pursuant to the Swiss Financial Services Act (FinSA) and does neither constitute an offer or invitation to subscribe for or purchase any securities of Santhera Pharmaceuticals Holding AG nor a prospectus nor a key information document within the meaning of the FinSA. Investors should make their decision to accept the Exchange Offer solely based on the Notice of a Repurchase Offer (Exchange of CHF 60,000,000 Senior Unsecured Convertible Bonds due 2022) and the preliminary offering and listing prospectus regarding the New Bonds, each dated March 25, 2021 which, subject to compliance with applicable securities laws, is accessible via https://www.globenewswire.com/Tracker?data=UoX_FxfJDQbv_0tzW-HbUzgj2bpImCt8VPwmJDTRz_WVVGee5sjH5NG_Mxkyyenr1EvZkXZwB0FDXyw8ZqvN_hiJgRzLziLFmTTcD2kFfTHrFoGpK1bgXjuu5P92VK5EUbSJxrrPCjJaCiB01rO5_o15KElHpW0dnx2G5TaTXWmwVkzZxOoHHPPkv61Zz-lrRl9564UHq1P_OnNbUcyaxQPOGMP1_iahTQh5_gi0hzzW7WNKA2DymTfoyTY7B7M3X7DNxypsuSGy_8k02WH3NQ== https://www.santhera.com/investors-and-media/investor-toolbox/bond-exchange-offering. Investors are furthermore advised to consult their bank or financial adviser before making any investment decision. # # # Anhang -- 2021 04 06_Bond Exchange Update_d_final https://ml-eu.globenewswire.com/Resource/Download/634df43f-0d8b-4a53-9fa2-e4c4edd192e7
(END) Dow Jones Newswires
April 06, 2021 01:00 ET (05:00 GMT)