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Homburger News: Idorsia

Homburger News

Homburger and Idorsia

On February 26, 2025, Idorsia Ltd announced that it has reached an agreement with more than two-thirds of its convertible bondholders – a majority sufficient to pass resolutions at the relevant bondholders’ meetings – to restructure its outstanding convertible bond debt. The agreement includes a tailored restructuring of Idorsia’s total CHF 800 m convertible bond debt and a CHF 150 m new money facility, enabling the company’s continued operations.
As a first step of the restructuring, a bondholders’ meeting was held on February 25, 2025 to approve the extension of the maturity of the convertible bond 2025 (CB2025) until September 17, 2025. In a second step, Idorsia intends to call bondholders’ meetings to amend the terms of both the CB2025 and the convertible bond 2028 (CB2028) to, among others, extend the maturity date by 10 years, subject to the approval by the relevant court. In a third step, a special purpose vehicle (SPV) will be created. Idorsia intends to transfer to this SPV its rights to selatogrel and cenerimod, and its rights to aprocitentan. A bond exchange offer will be launched by the SPV, where the CB2025 and CB2028 bondholders will be offered the opportunity to exchange their convertible bonds for newly created notes issued by the SPV. For participating in the exchange offer, bondholders will be entitled to receive up to a total of 8.04 m Idorsia shares and up to a total of 8.04 m Idorsia warrants. Any potential net payments for milestones and royalties from selatogrel and cenerimod, as well as any potential net proceeds from a deal for aprocitentan will be used to repay holders of the SPV notes. Idorsia’s rights to all three products will return to Idorsia once the SPV notes have been fully paid.
In addition to the holistic restructuring, Idorsia has secured a new money facility for a net amount of CHF 150 m that will extend Idorsia’s cash runway into 2026. This new money facility will be repaid within 24 months and is fully backstopped by a bondholder group who will receive a total of 9.0 m Idorsia shares and 8.0 m Idorsia warrants. All bondholders will also be invited to participate in this new money facility. Those bondholders participating in the new money facility will be entitled to receive up to a total of 10.5 m Idorsia shares and up to 9.5 m Idorsia warrants. In addition, they will receive in the bond exchange offer in return (up to a certain amount) SPV notes which are repaid first. Finally, all bondholders will be offered the opportunity to participate in the binding lock-up agreement in return for a 1% capitalized fee.
The restructuring and financing measures are expected to significantly strengthen Idorsia’s financial position, allowing the company to advance its business strategy and create long-term value for stakeholders.
Homburger advises Idorsia Ltd as lead corporate, restructuring and capital markets counsel. The Homburger team is led by Frank Gerhard (Corporate / M&amp;A) and includes Eduard De Zordi (Capital Markets), Marco Rostetter (Corporate / M&amp;A, Restructuring / Insolvency), Estelle Piccard and Daniel Hulmann (Corporate / M&amp;A, Capital Markets), Miguel Sogo (Litigation, Restructuring / Insolvency), Stefan Oesterhelt (Tax), Jeremy Reichlin (Employment, Restructuring / Insolvency) and Oliver Mrose (Litigation, Restructuring / Insolvency) as well as Rebecca Sigrist (Corporate / M&amp;A) and Syra Angliker (Litigation, Restructuring / Insolvency).

Homburger advises Idorsia Ltd on its holistic restructuring comprising the restructuring of its outstanding convertible bonds in a total amount of CHF 800 m and the raising of CHF 150 m through a new money facility

Finanzmarktrecht

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On November 20, 2024, Sunshine SwissCo AG (a consortium led by EQT), the Abu Dhabi Investment Authority (ADIA) and Auba Investment Pte. Ltd. (all acting as the Sellers) announced the launch of an accelerated bookbuilding process to professional investors in Switzerland and to qualified investors outside Switzerland, which led to the successful placement of 16,000,000 shares in Galderma Group AG (Galderma) at a price of CHF 80 per share (the Placement), raising a total of ca. CHF 1.28 bn in total.
The Sellers will remain shareholders of 54.48% of the share capital of Galderma. EQT’s representation on the Board of Directors of Galderma remains unchanged as a result of the Placement. Such Placement will broaden Galderma&#8217;s shareholder base and free float. In connection therewith, the Sellers have agreed to a 90-day lock-up period, subject to certain customary exceptions, with respect to their remaining holding in Galderma.
The Placement is expected to be settled on November 25, 2024. Following the Placement, no changes to the Galderma board of directors and its governance are envisioned.
Homburger acted as transaction counsel to EQT.
The Homburger team was led by Frank Gerhard (Corporate / M&amp;A, Capital Markets) and included Lorenzo Togni, Estelle Piccard and Héloïse de Jamblinne (all Corporate / M&amp;A, Capital Markets), Micha Fankhauser (Financial Market Regulation) as well as Stefan Oesterhelt (Tax).

Homburger advises EQT on the sale of 6.73% of Galderma's share capital via an accelerated bookbuilding process

Homburger advises EQT on the sale of 6% of Galderma's share capital via an accelerated bookbuilding process

On September 3, 2024, Sunshine SwissCo AG (a consortium led by EQT), the Abu Dhabi Investment Authority (ADIA) and Auba Investment Pte. Ltd. (all acting as the Sellers) announced the launch of an accelerated bookbuilding process to professional investors in Switzerland and to qualified investors outside Switzerland, which led to the successful placement of 14,273,859 shares in Galderma Group AG (Galderma) at a price of CHF 75 per share (the Placement), raising a total of ca. CHF 1.07 bn in total.
The Sellers will remain shareholders of 61.21% of the share capital of Galderma. EQT’s representation on the Board of Directors of Galderma remains unchanged as a result of the Placement. Such Placement will broaden Galderma&#8217;s shareholder base and free float. In connection therewith, the Sellers have agreed to a 90-day lock-up period, subject to certain customary exceptions, with respect to their remaining holding in Galderma.
The Placement is expected to be settled on September 6, 2024. Following the Placement, no changes to the Galderma board of directors and its governance are envisioned.
Homburger acted as transaction counsel to EQT. The Homburger team was led by Frank Gerhard (Corporate / M&amp;A, Capital Markets) and included Lorenzo Togni (Corporate / M&amp;A, Capital Markets), Estelle Piccard, Simone Schmid and Héloïse de Jamblinne (all Corporate / M&amp;A), Micha Fankhauser (Financial Market Regulation) as well as Stefan Oesterhelt (Tax).

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Homburger advises Idorsia Ltd on its holistic restructuring comprising the restructuring of its outstanding convertible bonds in a total amount of CHF 800 m and the raising of CHF 150 m through a new money facility

Homburger advises EQT on the sale of 6.73% of Galderma's share capital via an accelerated bookbuilding process

Homburger advises EQT on the sale of 6% of Galderma's share capital via an accelerated bookbuilding process

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Homburger advises Idorsia Ltd on its holistic restructuring comprising the restructuring of its outstanding convertible bonds in a total amount of CHF 800 m and the raising of CHF 150 m through a new money facility

Homburger advises EQT on the sale of 6.73% of Galderma's share capital via an accelerated bookbuilding process

Homburger advises EQT on the sale of 6% of Galderma's share capital via an accelerated bookbuilding process

Indicative Timeline for an IPO (Switzerland)

Public Mergers and Acquisitions in Switzerland

Indicative Timeline for an IPO (Switzerland)

Join the Team

Estelle Piccard

Karriere

Sprachen

Zulassung

Teams

Estelle
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