Voluntary Tender Offer "VQT20 Bonds"

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR INTO OR TO ANY PERSON RESIDENT OR LOCATED IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT

 

Ad Hoc Notice pursuant to Art. 53 of the SIX Swiss Exchange Listing Rules

 

2 December 2024

 

va-Q-tec AG (the "Issuer")

 

Tender Offer

The Issuer launches today a voluntary tender offer (freiwilliges Rückkaufangebot) (the "Tender Offer") in relation to its CHF 25,000,000 3¾% Bonds 2020-2025 (security number: 50'607'131, ISIN: CH0506071312, Ticker: VQT20) issued in 2020 (the "VQT20 Bonds"). The VQT20 Bonds have a nominal value of CHF 5,000 each and will mature on 30 November 2025 (the "Maturity Date").

BACKGROUND AND RATIONALE OF THE TENDER OFFER

On 13 December 2022, Fahrenheit AcquiCo GmbH, ultimately owned by EQT as majority stakeholder, with Cinven and Mubadala as co-investors (collectively, the "Investors"), along with certain family members of the founders of the Issuer, and the Issuer entered into a certain business combination agreement (as amended from time to time, the “BCA”) for the purpose of reorganizing the Issuer and its subsidiaries (together the “Issuer Group”). The BCA contains, among other things, the common intentions, as well as certain guidelines, with regard to the future business strategy of the Issuer Group and the planned cooperation and reorganization (the “Reorganization”).

Considering that the entire Reorganization results in certain changes to the Issuer Group's corporate structure and its business and financial strategy in accordance with the BCA, the Issuer has decided to launch a voluntary tender offer ("Tender Offer") to holders of the VQT20 Bonds ("Bondholders") which allows every Bondholder to individually decide whether or not to tender his/her VQT20 Bonds to the Issuer prior to the stated Maturity Date.

As an outcome of the Reorganization of the Issuer, there is no guarantee that the Issuer’s financial situation will not deteriorate which could impair the Issuer’s ability to pay interest on and fully redeem the VQT20 Bonds on the Maturity Date. However, the VQT20 Bonds remain subject to financial covenants (specifically a minimum equity ratio of 30% and a distribution restriction of 50% of net income) and the Issuer remains willing to service debt in full.

KEY TERMS OF THE TENDER OFFER

With the present Tender Offer, the Issuer is offering to Bondholders to tender their VQT20 Bonds against a cash payment consisting of the nominal value of CHF 5,000 plus accrued interest for the 3¾% coupon of such VQT20 Bond until the settlement date, expected to be 18 December 2024 (the "Settlement Date"), in the amount of CHF 9.375 per VQT20 Bond ("Accrued Interest") and representing a total repayment price for each VQT20 Bond of CHF 5,009.375 ("Repayment Price") VQT20 Bonds not tendered in the Tender Offer will remain outstanding and listed on the SIX Swiss Exchange Ltd., subject to the following paragraph.

The Issuer intends to acquire and cancel at least 80% of the VQT20 Bonds which then allows the Issuer to early repay the remaining VQT20 Bonds at nominal value plus accrued interest (“Clean-up Call”) in accordance with art. 4(b) of the terms of the VQT20 Bonds by giving 30 days prior notice.

The Tender Offer commences on 2 December 2024 and ends on 13 December 2024, 12:00 a.m. CET ("Tender Offer Period"), subject to the right of the Issuer to modify the Tender Offer.

INFORMATION MEMORANDUM

The information memorandum in connection with the Tender Offer (the "Information Memorandum") is available on the website of the Issuer (https://www.va-q-tec.com/). The terms and conditions of the VQT20 Bonds in German language are available free of charge at Helvetische Bank AG (the "Tender Agent") (prospectus@helvetischebank.ch or phone +41 (0)44 204 56 19) who has been appointed by the Issuer as Tender Agent in connection with the Tender Offer.

This ad-hoc notice must be read in conjunction with the Information Memorandum. The Information Memorandum contains important information which should be read carefully before any decision is made with respect to the Tender Offer. If any bondholder is in any doubt as to the action it should take or is unsure of the impact of the Tender Offer, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Neither the Issuer nor the Tender Agent expresses any opinion about the terms of the Tender Offer. Any individual or company whose VQT20 Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender his/her VQT20 Bonds. Neither the Issuer nor the Tender Agent makes any recommendation whether bondholders should tender their VQT20 Bonds.
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