Ad hoc announcement pursuant to Art. 53 LR
Allschwil, Switzerland – June 25, 2025
Idorsia Ltd (SIX: IDIA) today announced the launch of the repurchase offer to the holders of its outstanding CHF 200 million convertible bonds maturing in 2025 (CB 2025; ISIN CH0426820350), and CHF 600 million convertible bonds maturing in 2028 (CB 2028; ISIN CH1128004079) (the Repurchase Offer).
The Repurchase Offer is part of a larger holistic restructuring, as announced in a press release on February 26, 2025, and an update published on May 21, 2025.
To date, bondholders holding approximately 87.5% of the aggregate nominal value of the CB 2025 and approximately 90.1% of the aggregate nominal value of the CB 2028 have entered a legally binding lockup agreement in support of the holistic restructuring, including the Repurchase Offer. Such bondholders have committed to participating in the Repurchase Offer and to tender their CB 2025 and/or CB 2028 holdings.
The main offer period of the Repurchase Offer is expected to start on July 10, 2025, and end at 17:30 hrs CEST on August 7, 2025. The Repurchase Offer is subject to certain offer conditions, as set out in the repurchase notice in relation to the Repurchase Offer (such notice, together with the other Repurchase Offer documentation (if any), the Repurchase Offer Documentation). These include a minimum acceptance rate condition, whereby at least 85% of the total issued nominal value of the CB 2025 and the CB 2028 must be validly tendered by the end of the main offer period of the Repurchase Offer.
Bondholders can access the Repurchase Offer Documentation, including further information and instructions at the following link: www.idorsia.com/exchange-offer. Bondholders can participate in the Repurchase Offer and tender their CB 2025 and/or CB 2028 holdings via Kroll Issuer Services Ltd (the Agent) at the following link: https://deals.is.kroll.com/idorsia. Under the same link, eligible bondholders can (i) also participate in the new money facility via our Agent and (ii) find the eligibility criteria for participating in the new money facility. Further details regarding the interaction between participation in the new money facility and the Repurchase Offer can be found in the Repurchase Offer Documentation.
Notes to the editor and legal notes
About Idorsia
Idorsia Ltd is reaching out for more – we have more passion for science, we see more opportunities, and we want to help more patients.
The purpose of Idorsia is to challenge accepted medical paradigms, answering the questions that matter most. To achieve this, we will discover, develop, and commercialize transformative medicines – either with in-house capabilities or together with partners – and evolve Idorsia into a leading biopharmaceutical company, with a strong scientific core.
Headquartered near Basel, Switzerland – a European biotech hub – Idorsia has a highly experienced team of dedicated professionals, covering all disciplines from bench to bedside; QUVIVIQ™ (daridorexant), a different kind of insomnia treatment with the potential to revolutionize this mounting public health concern; strong partners to maximize the value of our portfolio; a promising in-house development pipeline; and a specialized drug discovery engine focused on small-molecule drugs that can change the treatment paradigm for many patients.
Idorsia is listed on the SIX Swiss Exchange (ticker symbol: IDIA).
For further information, please contact:
Investor & Media Relations
Idorsia Pharmaceuticals Ltd, Hegenheimermattweg 91, CH-4123 Allschwil
+41 58 844 10 10
investor.relations@idorsia.com – media.relations@idorsia.com – www.idorsia.com
Legal Notice and Information
The above information contains or may contain certain “forward-looking statements”, relating to the company’s business, which can be identified by the use of forward-looking terminology such as “estimates”, “believes”, “expects”, “may”, “are expected to”, “will”, “will continue”, “should”, “would be”, “seeks”, “pending” or “anticipates” or similar expressions, or by discussions of strategy, plans or intentions. Such statements include descriptions of the company’s investment and research and development programs and anticipated expenditures in connection therewith, descriptions of new products expected to be introduced by the company and anticipated customer demand for such products and products in the company’s existing portfolio. Such statements reflect the current views of the company with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the actual results, performance or achievements of the company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward-looking statements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated or expected.
The information contained in this media release is for information purposes only and does not constitute, or form part of, an offer or invitation to purchase, sell, exchange or issue, or a solicitation of an offer to sell, purchase, exchange or subscribe to, any securities of Idorsia Ltd or Idorsia Investments SARL, including without limitation the CB 2025 and the CB 2028, or any other person, nor shall it form the basis of, or be relied upon in connection with, any contract therefor. This media release is not part of the Repurchase Offer Documentation in relation to the Repurchase Offer. Terms and conditions of the Repurchase Offer have been and/or will be published in the Repurchase Offer Documentation. Holders of CB 2025 and/or CB 2028 are urged to read the Repurchase Offer Documentation, which is and/or will be available at www.idorsia.com/exchange-offer.
This media release is not a financial product or investment advice, nor is it a recommendation to acquire, exchange or dispose of securities or accounting, legal or tax advice. It has been prepared without taking into account the objectives, legal, financial or tax situation and needs of individuals. Before making any investment decision, individuals should read the Repurchase Offer Documentation and consider the appropriateness of the information having regard to their own objectives, legal, financial and tax situation and needs and seek legal, tax and other advice as appropriate for their individual needs and jurisdiction.
Offer Restrictions
This media release is only intended for distribution to non-U.S. persons (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended). This media release is not an offer to tender securities or an offer of securities. The Repurchase Offer is being made on the basis of the Repurchase Offer Documentation only and is subject to the restrictions described therein. The Repurchase Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication.
Attachment
- Press Release PDF
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