Not for release, publication or distribution, directly or indirectly, in the United States of America (or for the account or benefit of “U.S. persons” as defined in Regulation S under the U.S. Securities Act of 1933), Canada, Australia or Japan or in any other jurisdiction where to do so would be unlawful.
PRESS RELEASE – KEDRION LAUNCHES OFFERING OF NEW SECURED NOTES
Milan/Lucca, 26 April 2021 – Kedrion S.p.A. (the “Company”) announces the launch of an offering of €410 million in aggregate principal amount of new fixed rate senior secured Notes due 2026 (the “Notes”). The Notes are expected to be rated B1 / B (Moody’s / S&P) and application will be made to list the Notes on the Global Exchange Market of Euronext Dublin. BNP Paribas and J.P. Morgan AG are acting as joint physical bookrunners and joint global coordinators in connection with the offering, and Crédit Agricole Corporate and Investment Bank, Intesa Sanpaolo S.p.A., Mediobanca—Banca di Credito Finanziario S.p.A., Naxitis and UniCredit Bank AG are joint bookrunners.
The proceeds from the offering of the Notes will be in part applied to fund the purchase of up to €150 million of the Company’s existing €350 million notes due in July 2022 pursuant to the tender offer announced by the Company on 23 April 2021, and to repay certain other indebtedness.
This press release does not constitute an offer to sell securities in the United States of America. The Notes will be offered only to qualified institutional buyers pursuant to Rule 144A and outside the United States pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), subject to prevailing market and other conditions. There is no assurance that the offering will be completed or, if completed, as to the terms on which it is completed. The securities mentioned herein have not been and will not be registered under the Securities Act, as amended (the “Securities Act”) or under any other securities laws of any state of the United States of America or in Australia, Canada or Japan, or in any other jurisdiction in which such offer or solicitation is subject to the approval of the local authorities or would, in any event, be unlawful.
In Member States of the European Economic Area (the “EEA”), this release is only intended for and may only be addressed to persons classified as “qualified investors” (the “Qualified Investors”) pursuant to article 2(e) of Regulation (EU) 2017/1129.
This release does not constitute an offer to sell or a solicitation to purchase financial instruments. No action has been or will be taken to allow a public offering of the bonds in any jurisdiction, including Italy. This release (and the information contained herein) may not be published or distributed, directly or indirectly, in the United States of America, or in Australia, Canada or Japan, or in any other country in which such publication or distribution would be subject to the approval of the local authorities or would, in any event, be unlawful.
This release may include projections and other “forward-looking” statements within the meaning of applicable securities laws. Any such projections or statements reflect the current views of the Company about future events and financial performance. The use of any of the words “expect,” “anticipate,” “continue,” “will,” “project,” “should,” “believe,” “plans,” “intends” and similar expressions are intended to identify forward-looking information or statements. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that such statements and information will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties.
The forward-looking statements and information contained in this release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information future events or otherwise, unless so required by applicable securities laws. Within the United Kingdom, this announcement is directed only at persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“relevant persons”). The investment or investment activity to which this announcement relates is only available to and will only be engaged in with relevant persons and persons who receive this announcement who are not relevant persons should not rely or act upon it.
MiFID II professionals/ECPs-only / No PRIIPs KID – Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) pursuant to Regulation (EU) 1286/2014 (the “PRIIPS Regulation”) has been prepared as the offer is not addressed to retail investors.