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Idorsia Ltd - Consent Solicitation 2024 (CH) - Launch

Idorsia Ltd Allschwil, Switzerland (the Issuer or Idorsia) Notice to the holders (the Bondholders) of the CHF 200,000,000 Senior Unsecured Convertible Bonds due 2024 (Swiss Security number: 42682035; ISIN: CH0426820350) (the Bonds)

23 APRIL 2024


Full announcement including disclaimers and offer restrictions available via Idorsia


Idorsia Ltd Allschwil, Switzerland (the Issuer or Idorsia) Notice to the holders (the Bondholders) of the CHF 200,000,000 Senior Unsecured Convertible Bonds due 2024 (Swiss Security number: 42682035; ISIN: CH0426820350) (the Bonds)

INVITATION TO BONDHOLDER MEETING


Background and Rationale


In early January 2024, Idorsia announced its focus on extending the cash runway beyond its then current estimate of early April 2024 through various avenues, including potential out-licensing deals. On March 18, 2024, Idorsia successfully closed a global research and development collaboration with Viatris focused on the development and commercialization of two of Idorsia’s innovative compounds, cenerimod and selatogrel, for an upfront consideration of USD 350 million. However, in order to be in a position to avoid potential liquidity constraints in connection with the redemption of the Bonds, additional flexibility to conserve liquidity is required.


Potential liquidity constraints in connection with the redemption of the Bonds at maturity may occur depending on the timing and development of other steps planned by Idorsia. Therefore, the company seeks to amend the terms of the Bonds to, among others, (i) amend the conversion price to CHF 6.00 (vs. currently CHF 33.95), (ii) extend the maturity date by six months to January 17, 2025, (iii) give Idorsia the option to call the Bonds at par, in full or in part, at any time upon giving ten trading days' notice.


For this purpose, Idorsia is calling a bondholder meeting in accordance with articles 1164 et seqq. of the Swiss Code of Obligations (the Bondholder Meeting) and proposes to the Bondholders to modify the terms of the Bonds to, among others, (i) amend the conversion price to CHF 6.00, (ii) extend the maturity date by six months to January 17, 2025, (iii) give Idorsia the option to call the Bonds at par, in full or in part, at any time upon giving ten trading days' notice. The detailed, binding terms of the amendments are set out below in the Resolution.


Please note that while the proposed restructuring of the Bonds should contribute to supporting the Company’s going concern, along with other measures, there can be no guarantee to reach the desired outcome."


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