Orexo

Uppsala, Sweden – March 8, 2024 - Orexo AB (publ), (“Orexo” or the “Company”) (STO:ORX) (OTCQX:ORXOY) has mandated ABG Sundal Collier and Carnegie Investment Bank as arrangers and joint bookrunners to arrange a series of fixed income investor meetings commencing on March 11, 2024, to explore the possibility to issue new senior secured callable floating rate social bonds in an expected amount of SEK 500,000,000 and with a tenor of four years (the “New Social Bonds”). Subject to, inter alia, market conditions, a capital markets transaction may follow. The net proceeds from the contemplated issuance of the New Social Bonds will be applied in accordance with the principles set out in Orexo’s social financing framework, including but not limited to, refinancing of Orexo’s existing senior unsecured callable floating rate bonds of SEK 500,000,000 with maturity in February 2025 (ISIN SE0015193958) (the “Existing Bonds”) and financing or refinancing permitted acquisitions or investments under Orexo’s social financing framework.

In conjunction with the contemplated issue of the New Social Bonds, Orexo has today announced an invitation to holders of the Existing Bonds to tender any or all of their Existing Bonds for purchase by the Company for cash at a price of 100.750 per cent of the nominal amount plus accrued and unpaid interest (the “Tender Offer”). The Tender Offer will be conditional upon the successful issue of the New Social Bonds and subject to the terms set out in the tender information document dated March 8, 2024, which is available on Orexo’s website and attached to this press release (the “Tender Information Document”).

The Tender Offer expires at the later of 16.00 CET on March 14, 2024, and the pricing date of the New Social Bonds, which will be announced by the Company in connection therewith, unless extended, shortened, re-opened, withdrawn, or terminated at the sole discretion of the Company (the “Expiration Date”). Settlement of the Tender Offer is expected to occur approximately ten business days after the Expiration Date.  The Company will, in connection with the allocation of the New Social Bonds, consider, among other factors, whether or not the relevant investor seeking an allocation of the New Social Bonds has, prior to such allocation, validly tendered Existing Bonds pursuant to the Tender Offer, subject to the terms in the Tender Information Document.

Conditional upon a successful issue of the New Social Bonds (including receipt of proceeds), Orexo further intends to exercise its right to make an early redemption of the Existing Bonds not being tendered in the Tender Offer in accordance with the terms and conditions of the Existing Bonds. The Existing Bonds will in such an early redemption be redeemed at a price equal to 100.750 per cent of the nominal amount plus any accrued and unpaid interest.
 

Gernandt & Danielsson Advokatbyrå KB has been appointed as legal counsel in connection with the contemplated issuance of the New Social Bonds and the Tender Offer.

For further information please contact:

Nikolaj Sørensen, President and CEO

Fredrik Järrsten, EVP and CFO

Lena Wange, IR & Communications Director

Tel: +46 (0)18 780 88 00

E-mail: ir@orexo.com

About Orexo

Orexo is a Swedish pharmaceutical company with over 25 years of experience developing improved pharmaceuticals based on proprietary formulation technologies that meet large medical needs. On the US market, Orexo provides innovative treatment solutions for patients suffering from opioid use disorder and adjacent diseases. Products targeting other therapeutic areas are developed and commercialized worldwide with leading partners. Total net sales in 2023 amounted to SEK 639 million, and the number of employees to 116. Orexo is listed on Nasdaq Stockholm's main list and is available as an ADR on OTCQX (ORXOY) in the US.

For more information about Orexo please visit www.orexo.com. You can also follow Orexo on X, LinkedIn, and YouTube.

The information was sent for publication, through the agency of the contact person set out above, on March 8, 2024,
at 8.10 CET.