Orexa AB AB- Tender Offer 2024 (SE) - Results

Orexo successfully issues senior secured callable floating rate social bonds of SEK 500 m and announces results of the tender offer for its existing bonds -  SE0015193958

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13 MARCH 2024

Full announcement including disclaimers and offer/distribution restrictions available via Orexa AB

"Uppsala, Sweden – March 13, 2024. Orexo AB (publ), (“Orexo” or the “Company”) (STO:ORX) (OTCQX:ORXOY) has successfully issued new senior secured callable floating rate social bonds in an amount of SEK 500 million and with a tenor of four years (the “New Social Bonds”). The New Social Bonds carry a floating rate interest of 3m STIBOR + 650 basis points per annum and the net proceeds will be applied in accordance with the principles set out in Orexo’s social financing framework, including but not limited to, refinancing of Orexo’s existing senior unsecured callable floating rate bonds of SEK 500,000,000 with maturity in February 2025 (ISIN SE0015193958) (the “Existing Bonds”) and financing or refinancing permitted acquisitions or investments under Orexo’s social financing framework. Orexo intends to apply for admission to trading of the New Social Bonds on the sustainable bonds list of Nasdaq Stockholm. The issuance of the New Social Bonds was oversubscribed and received interest from both Nordic and international institutional investors.

On March 8, 2024, Orexo announced, by way of a press release, an invitation to holders of the Existing Bonds to tender any or all of their Existing Bonds for purchase by the Company for cash at a price of 100.750 per cent of the nominal amount plus accrued and unpaid interest (the “Tender Offer”). The Tender Offer expired at 16.00 CET on March 13, 2024, and Existing Bonds in an aggregate nominal amount of SEK 178,750,000 (including Existing Bonds with a nominal amount of SEK 48,750,000 held by the Company) have been tendered and accepted by Orexo. Conditional upon the Company receiving the proceeds from the issue of the New Social Bonds, Orexo intends complete the Tender Offer and repurchase the tendered and accepted Existing Bonds at the tender offer price together with accrued and unpaid interest from, but excluding, the previous interest payment date until, and including, the settlement date for the Tender Offer, which is expected to occur on or around March 28, 2024."

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Orexo contemplates issuance of senior secured callable floating rate social bonds and announces a conditional tender offer for its existing bonds -  SE0015193958

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08 MARCH 2024

Full announcement including disclaimers and offer/distribution restrictions available via Orexa AB

Uppsala, Sweden – March 8, 2024 - Orexo AB (publ), (“Orexo” or the “Company”) (STO:ORX) (OTCQX:ORXOY) has mandated ABG Sundal Collier and Carnegie Investment Bank as arrangers and joint bookrunners to arrange a series of fixed income investor meetings commencing on March 11, 2024, to explore the possibility to issue new senior secured callable floating rate social bonds in an expected amount of SEK 500,000,000 and with a tenor of four years (the “New Social Bonds”). Subject to, inter alia, market conditions, a capital markets transaction may follow. The net proceeds from the contemplated issuance of the New Social Bonds will be applied in accordance with the principles set out in Orexo’s social financing framework, including but not limited to, refinancing of Orexo’s existing senior unsecured callable floating rate bonds of SEK 500,000,000 with maturity in February 2025 (ISIN SE0015193958) (the “Existing Bonds”) and financing or refinancing permitted acquisitions or investments under Orexo’s social financing framework.

In conjunction with the contemplated issue of the New Social Bonds, Orexo has today announced an invitation to holders of the Existing Bonds to tender any or all of their Existing Bonds for purchase by the Company for cash at a price of 100.750 per cent of the nominal amount plus accrued and unpaid interest (the “Tender Offer”). The Tender Offer will be conditional upon the successful issue of the New Social Bonds and subject to the terms set out in the tender information document dated March 8, 2024, which is available on Orexo’s website and attached to this press release (the “Tender Information Document”).

The Tender Offer expires at the later of 16.00 CET on March 14, 2024, and the pricing date of the New Social Bonds, which will be announced by the Company in connection therewith, unless extended, shortened, re-opened, withdrawn, or terminated at the sole discretion of the Company (the “Expiration Date”). Settlement of the Tender Offer is expected to occur approximately ten business days after the Expiration Date.  The Company will, in connection with the allocation of the New Social Bonds, consider, among other factors, whether or not the relevant investor seeking an allocation of the New Social Bonds has, prior to such allocation, validly tendered Existing Bonds pursuant to the Tender Offer, subject to the terms in the Tender Information Document.

Conditional upon a successful issue of the New Social Bonds (including receipt of proceeds), Orexo further intends to exercise its right to make an early redemption of the Existing Bonds not being tendered in the Tender Offer in accordance with the terms and conditions of the Existing Bonds. The Existing Bonds will in such an early redemption be redeemed at a price equal to 100.750 per cent of the nominal amount plus any accrued and unpaid interest."

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"Purchase price Subject

to the terms and conditions set out in this tender information document and the applicable minimum denomination in respect of the Bonds, the Issuer offers to purchase the Bonds at the purchase price set out below (the “Purchase Price”):"

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