Press Release: Basilea continues with the implementation of the Repurchase Offer and the issuance of New Bonds

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR

INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN

Basel, Switzerland, July 17, 2020

Following the closing of the tender offer period on July 16, 2020, at 4

p.m. (CEST) and the announcement of the results of the tender offer

(principal amount of tendered Existing Bonds being CHF 47,085,000) this

morning, Basilea Pharmaceutica Ltd. ("Basilea" or the "Company") today

informs that it waives condition no. (iii) set out in its Notice of a

Repurchase Offer requiring:

-- a minimum placement of CHF 100 million of the senior unsecured

convertible bonds due 2027 (the "New Bonds") and

-- a minimum of valid tenders of CHF 90 million in principal amounts within

the repurchase offer ("Repurchase Offer") regarding its outstanding

convertible bonds due 2022 (ISIN: CH0305398148; SSN: 30'539'814, the

"Existing Bonds")

Based on this waiver and a reduction of the offer size of the New Bonds

to CHF 97,085,000, the Company can continue implementing the Repurchase

Offer and issuance of New Bonds within the maximum of CHF 250 million

outstanding convertible bonds approved by the last shareholders meeting.

Final allocation of the New Bonds will occur after successful completion

of the Delta Placement, which is expected to take place as soon as

practicable, but no later than July 22, 2020.

Adesh Kaul, Basilea's CFO, commented: "Whilst we were initially

targeting the tendering of more of the existing convertible bonds, we

are pleased to have found a way to meet our objective. We have made

significant progress in improving our debt maturity profile. Upon

completion of the transaction, we will have moved about one quarter of

our mid-term debt to a significantly later maturity date. Moreover, the

fact that holders of 75% of our Existing Bond have decided not to tender

their bonds shows their trust in the financial stability and the

mid-term perspectives of Basilea, while our ability to place and

provisionally allocate in a first step CHF 125 million New Bonds

underlines the confidence of new investors in the long-term strategy of

the company."

After successful completion of the Repurchase Offer and the issuance of

the New Bonds, the Company will continue to pursue its goal of further

reducing its mid-term debt. It intends to earmark and place in escrow

the majority of the net cash proceeds from the New Bonds to be available

for that purpose.

The Company expects settlement of the Repurchase Offer and of the issue

of the New Bonds to occur on 28 July 2020.

Meanwhile, the Swiss Federal Tax Authorities have provided a ruling on

the withholding tax treatment of the 0.5% per Bond offered over the

principal amount: no withholding tax will have to be withheld from such

amount.

About Basilea

Basilea Pharmaceutica Ltd. is a commercial-stage biopharmaceutical

company, focused on the development of products that address the medical

challenges in the therapeutic areas of oncology and infectious diseases.

With two commercialized drugs, the company is committed to discovering,

developing and commercializing innovative pharmaceutical products to

meet the medical needs of patients with serious and life-threatening

conditions. Basilea Pharmaceutica Ltd. is headquartered in Basel,

Switzerland and listed on the SIX Swiss Exchange (SIX: BSLN). Additional

information can be found at Basilea's website www.basilea.com.

Disclaimer

This announcement regarding the Repurchase Offer does not constitute an

offer or an invitation to participate in the Repurchase Offer or the

Offering in any jurisdiction in which, or to any person to or from which,

it is unlawful to make such invitation or for there to be such

participation under applicable securities laws. The distribution of this

press release in certain jurisdictions may be restricted by law. Persons

into whose possession this press release comes are required to inform

themselves about, and to observe, any such restrictions.

No action has been or will be taken in any jurisdiction in relation to

the Repurchase Offer that would permit a public offering of securities

in any such jurisdiction.

United States

The Repurchase Offer is not being made, and will not be made, directly

or indirectly, in or into, or by use of the mail of, or by any means or

instrumentality of interstate commerce of or of any facilities of a

national securities exchange of, the United States or to or for the

account or benefit of, U.S. persons as defined in Regulation S of the

Securities Act (each a "U.S. person"). This includes, but is not limited

to, facsimile transmission, electronic mail, telex, telephone and the

internet and other forms of electronic communication. The Bonds may not

be tendered for purchase pursuant to the Repurchase Offer by any such

use, means, instrumentality or facility from or within the United States

or by any persons located or resident in the United States as defined in

Regulation S of the U.S. Securities Act of 1933, as amended (the

"Securities Act") or to U.S. persons. Accordingly, copies of the

Repurchase Offer Notice and any other documents or materials relating to

the Repurchase Offer are not being, and must not be, directly or

indirectly, mailed or otherwise transmitted, distributed or forwarded

(including, without limitation, by custodians, nominees or trustees) in

or into the United States or to persons located or resident in the

United States or to U.S. persons. Any purported offers to tender Bonds

pursuant to the Repurchase Offer resulting, directly or indirectly, from

a violation of these restrictions will be invalid, and any purported

tender of Bonds made by a U.S. person, a person located or resident in

the United States or from within the United States or from any agent,

fiduciary or other intermediary acting on a non-discretionary basis for

a principal giving instructions from within the United States or any

U.S. person will not be accepted.

Each Bondholder participating in the Repurchase Offer will represent to

the Offeror, the Joint Dealer Managers and the Tender Agent that it is

not located or resident in the United States and is not a U.S. person

and is not giving an order to participate in the Repurchase Offer from

within the United States or on behalf of a U.S. person.

United Kingdom

The communication of the Repurchase Offer Notice and any other documents

or materials relating to the Repurchase Offer is not being made and such

documents and/or materials have not been approved by an authorised

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"), the Repurchase Offer 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 Repurchase Offer contemplated in the

Repurchase Offer Notice will be deemed to have represented, warranted

and agreed to and with the Joint Dealer Managers, the Tender Agent and

the Company that it is a qualified investor within the meaning of the

Prospectus Regulation. The Bonds have not been admitted to trading on a

regulated market in the European Economic Area or in the United Kingdom.

Switzerland and General

This document and the Repurchase Offer Notice neither constitute a

prospectus within the meaning of Articles 652a and 1156 of the Swiss

Code of Obligations (as in effect immediately prior to the entry into

force of the FinSA) nor a prospectus within the meaning of the listing

rules of the SIX Swiss Exchange, a prospectus within the meaning of the

FinSA or under any other applicable laws.

For further information, please contact:

Peer Nils Schröder, PhD

Head of Corporate Communications & Investor Relations

Phone +41 61 606 1102

E-mail media_relations@basilea.com

investor_relations@basilea.com

This press release can be downloaded from www.basilea.com.

Attachment

-- Press release (PDF)

https://ml-eu.globenewswire.com/Resource/Download/3672e993-06ca-4330-834f-0e881fd0ecb0

(END) Dow Jones Newswires

July 17, 2020 13:08 ET (17:08 GMT)