- Successful outcome of Exchange Offer and Consent Solicitation
- Participation of 96.26% of the principal amount of Existing Notes held by holders other than Novasep or its Affiliates
Lyon, France, October 26, 2016 - Novasep Holding S.A.S (“Novasep”), a leading supplier of manufacturing solutions for the life science industries, is pleased to announce that the exchange offer and consent solicitation that was launched on September 26, 2016 (the “Exchange Offer and Consent Solicitation”) for the purpose of refinancing its outstanding 8.00% Senior Secured Notes due 2016 in the aggregate principal amount of $195,164,000 (the “Existing Notes”) has achieved a successful outcome. The Exchange Offer and Consent Solicitation expired at 5:00 p.m., New York City time, on October 25, 2016 (the “Expiration Date”).
The Existing Notes are currently listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF market (ISIN numbers: XS0737680479 / XS0737712181).
The successful completion of the Exchange Offer and Consent Solicitation was subject to a participation threshold of at least 90% of the outstanding principal amount of the Existing Notes held by persons other than Novasep or any of its “Affiliates” (as defined in the indenture relating to the Existing Notes). As of the Expiration Date, the participation rate was 96.26% of the total outstanding principal amount of Existing Notes held by holders other than Novasep or Affiliates of Novasep.
This success fuels Novasep’s growth plan and will make available to Novasep additional resources to capture the potential of major trends in the life sciences industries, in particular gene therapy/immunotherapy, monoclonal antibodies and antibody-drug conjugates (ADCs).
Michel Spagnol, Novasep’s CEO and Chairman, said:
“I am delighted that our shareholders and bondholders have confirmed their confidence in Novasep's management team and its strategy. We currently observe very good dynamics in most of our main markets and notably in the biologics segment, which is an area of key focus for Novasep. In addition, we are seeing many investments in the food ingredient industry. Our improved financial structure will enable us to bring new services to our customers over the coming years.”
The Exchange Offer and Consent Solicitation will close, and the Exchange Consideration (as defined in Novasep’s exchange offer and consent solicitation statement dated September 26, 2016 (the “Exchange Offer Memorandum”)) will be paid, on or about November 3, 2016. The payment of the Exchange Consideration includes the issuance of the Exchange Notes and the Warrants and the payment of the Cash Payment (in each case, as defined in the Exchange Offer Memorandum).
THE EXCHANGE OFFER MEMORANDUM AND ALL RELATED DOCUMENTATION ARE AVAILABLE UPON REQUEST AND FREE OF CHARGE FROM LUCID ISSUER SERVICES LIMITED, THE EXCHANGE AND INFORMATION AGENT (THE “EXCHANGE AGENT”) FOR THE TRANSACTION, OR AT THE COMPANY’S HEADQUARTERS.
Novasep is a global provider of cost-effective and sustainable manufacturing solutions for life sciences molecules and fine chemicals. Novasep's unique offering includes process development services, purification equipment and turnkey processes, contract manufacturing services and complex active molecules to serve pharmaceutical, biopharmaceutical, fine chemical, food and functional ingredients as well as fermentation and chemical commodities industries.
Communication Contact: Brunswick
69 Boulevard Haussmann
Agnès Catineau / +33 153 968 383
Nathalie Baudon / +33 153 968 376
Information and exchange agent:
Lucid Issuer Services Limited
12 Argyle Walk
London WC1H 8HA
+ 44 20 7704 0880
Attention: Thomas Choquet / Sunjeeve Patel
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities. There will not be any sale of securities in any such state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or country. The issue, the subscription for or the purchase of the securities referred to herein may be subject to specific legal or regulatory restrictions in certain jurisdictions. Novasep assumes no responsibility for any violation of any such restrictions by any person.
The securities referred to herein have not been and will not be registered under the US Securities Act of 1933 (the “Securities Act”) and may not be offered and sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
This press release is not an offer of securities for sale or a solicitation of an offer to purchase securities in the United States or any other jurisdiction. The securities referred to herein may not be offered or sold in the United States unless registered under the Securities Act or pursuant to an exemption from such registration. Such securities have not been, nor will be, registered under the Securities Act. Any offer of securities in the United States would be made by means of a prospectus that could be obtained from the issuer and that would contain detailed information about the company and its management as well as incorporating certain financial statements.
The distribution of this document in certain countries may constitute a breach of applicable law. The information contained in this document does not constitute an offer of securities for sale in Canada, Australia or Japan. This press release may not be published, forwarded or distributed, directly or indirectly, in the United States, Canada, Australia or Japan.