Lyon, France, September 26, 2016
Novasep Holding S.A.S (“Novasep”), a leading global provider of integrated purification and manufacturing solutions to pharmaceutical and other life science industries, announces the launch of an exchange offer and consent solicitation in order to refinance (the “Refinancing”) its outstanding 8.00% Senior Secured Notes due 2016 in the aggregate principal amount of $195,164,000 (the “Existing Notes”) with the aim of supporting its robust growth plan and development. 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).
Novasep, its majority shareholder, Bpifrance and certain holders of its Existing Notes have agreed to take certain actions in support of the Refinancing. Their agreements include an agreement by certain bondholders holding approximately 75.6% of the Existing Notes (the “Cornerstone Holders”) to tender their Existing Notes in the Exchange Offer (as defined below).
The Refinancing is subject to the terms of an exchange offer and consent solicitation statement dated September 26, 2016 (the “Exchange Offer Memorandum”) and the related letter of transmittal dated September 26, 2016 (the “Letter of Transmittal”). THE DETAILS SUMMARIZED BELOW ARE SUBJECT IN ALL RESPECTS TO THE FULL TERMS AND CONDITIONS OF THE EXCHANGE OFFER MEMORANDUM AND THE LETTER OF TRANSMITTAL.
Under the Refinancing, Novasep is offering to exchange (the “Exchange Offer”) any and all of its Existing Notes (plus all accrued and unpaid interest thereon to the closing date of the Refinancing) for euro-denominated unsecured notes (the “Exchange Notes”) with warrants attached (obligations à bons de souscription d’actions) (the “Warrants”). For each US$1,000 principal amount of tendered Existing Notes in accordance with the procedures set forth in the Exchange Offer Memorandum and the Letter of Transmittal that is accepted for exchange pursuant to the Exchange Offer, tendering holders will receive (the “Exchange Consideration”):
(A) Exchange Notes in a principal amount equal to the euro equivalent of US$1,000 plus accrued but unpaid interest on the Existing Notes. The Exchange Notes will mature on May 31, 2019 and will pay a 5% senior interest per annum in cash payable quarterly, a senior 3% interest per annum that will be capitalized and payable as a bullet payment in fine, as well as a junior 3% interest per annum that will be capitalized and payable as a bullet payment after certain payments due under Novasep’s preference shares, to which such interest is junior;
(B) 300 warrants per Exchange Bond and in total up to 58,549,200 Warrants1, which will detach from the Exchange Notes on closing and will each entitle its holder to subscribe for one newly-issued ordinary share of Novasep at an exercise price equal to the par value of each share (such par value being equal on the date hereof to €0.049). Unexercised Warrants will expire on May 31, 2019; and
(C) a cash payment of US$5, and, for Existing Notes tendered before October 7, 2016, an additional $5 (the “Early Tender Cash Consideration”).
The successful completion of the Exchange Offer is 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). Pursuant to a concurrent consent solicitation, tendering holders will be deemed to have consented to certain amendments to the Existing Notes of non-tendering holders (including reductions of principal amount and interest, a maturity extension, a release of security and a removal of restrictive covenants).
The Exchange Offer will remain open until 5:00 p.m., New York City time, on October 25, 2016 (such date and time, as the same may be extended, the “Expiration Date”). Existing Notes must be validly tendered in accordance with the terms and conditions set forth in the Exchange Offer Memorandum and the Letter of Transmittal on or prior to the Expiration Date in order to be eligible to receive the Exchange Consideration. In order to be eligible to receive the Early Tender Cash Consideration, Existing Notes must be validly tendered in accordance with the terms and conditions set forth in the Exchange Offer Memorandum and the Letter of Transmittal on or prior to 5:00 p.m., New York City time, on October 7, 2016 (such date and time, as the same may be extended, the “Early Deadline”).
THE EXCHANGE OFFER MEMORANDUM AND THE LETTER OF TRANSMITTAL AND ALL RELATED DOCUMENTATION WILL BE 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.
In order to validly tender Existing Notes in the Exchange Offer and be eligible to receive the Exchange Consideration, the Exchange Agent must receive both (i) an Electronic Exchange Instruction (as defined in the Exchange Offer Memorandum) through the relevant clearing system and (ii) a properly completed, executed original Letter of Transmittal (including all attachments thereto). Any tenders not in accordance with all of the terms and conditions set forth in the Exchange Offer Memorandum and the Letter of Transmittal are invalid. Holders should carefully review the Exchange Offer Memorandum and the Letter of Transmittal regarding the procedures for tendering Existing Notes and the consequences of failure to properly tender Existing Notes. Any questions regarding the procedures for validly tendering Existing Notes should be directed to the Exchange Agent at the contact information set forth below.
Existing Notes tendered may only be withdrawn prior to 5:00 p.m., New York City time, on October 25, 2016 (such date and time, as the same may be extended, the “Withdrawal Deadline”) but, except as otherwise provided, not thereafter. Existing Notes tendered after the Withdrawal Deadline may not be withdrawn, except as required by applicable law.
1 The Warrants represent up to approximately 25% of the ordinary share capital of Novasep after taking into account the potential dilution resulting from the BSA A, BSA B and C shares of Novasep according to their terms and conditions, on the basis of an estimate of Novasep equity value as of today, but for the avoidance of doubt, without accounting for any adjustments to securities that may be triggered by certain operations within the context of the Refinancing.
Novasep - Exchange Offer and consent solicitation Novasep - Press Release
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.