Lonza Launches Rights Offering

Lonza today announced that the Board of Directors determined the final terms of the capital increase by way of a rights offering.

Today, the Annual General Meeting of Lonza Group Ltd approved an ordinary capital increase by the issuance of up to 22,000,000 fully paid registered shares by way of a rights offering and authorized the Board of Directors to determine, prior to the launch of the rights offering, the final number of offered shares to be newly issued and the offer price per offered share. The Board of Directors decided to offer 16,548,612 newly issued shares with a nominal value of CHF 1.00 each (the "Offered Shares") at an offer price of CHF 136.00 (the "Offer Price"), which corresponds to gross proceeds of CHF 2.251 billion. The gross proceeds, net of certain costs and expenses associated with the offering, will be used to partially finance the acquisition of Capsugel S.A.
 
The nominal amount of Lonza's issued share capital will be increased from currently CHF 57,920,140 to CHF 74,468,752.
 
The rights offering will be conducted as a discounted rights offering in which eligible holders of Lonza shares will be allotted 1 right per each existing share. 7 rights will grant the holder thereof the right to purchase 2 Offered Shares at the Offer Price. The cut-off date for the allocation of rights to holders of existing shares is expected to be on 28 April 2017, after close of trading.
 
The rights exercise period is expected to start on 2 May 2017 and end on 10 May 2017, 12.00 noon (CEST). The rights are expected to be traded on the SIX Swiss Exchange from 2 May 2017 to and including 8 May 2017. The offering and listing prospectus is expected to be published on 26 April 2017.
 
The offering consists of a rights offering to existing shareholders subject to certain limitations based on residency, and an international offering, in which offered shares in respect of which rights have not been validly exercised may be sold to institutional investors or otherwise be sold in the market. The offering involves a public offering in Switzerland and private placements to qualifying institutional investors in certain jurisdictions outside Switzerland in compliance with applicable securities laws.
 
The first trading day as well as the settlement and delivery of the Offered Shares against payment of the Offer Price are expected to occur on or around 12 May 2017.

The expected timetable is summarized below:
 
Disclaimer
 
This announcement may include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect Lonza Group Ltd’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Lonza Group Ltd’s business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.
 
The information and opinions contained in this document are provided as at the date of the announcement and are subject to change. Each of Lonza Group Ltd, the Joint Global Coordinators and Joint Bookrunners and the other members of the underwriting syndicate of the offering (collectively, the “Managers”), and their respective affiliates expressly disclaims any obligation or undertaking to up-date, review or revise any forward-looking statement contained in this announcement, whether as a result of new information, future developments or otherwise.
 
This announcement is neither an advertisement nor a prospectus or an offer of, or a solicitation of an offer to buy, securities in any jurisdiction, including in or into the United States, Canada, Japan or Australia, where such offer or solicitation is unlawful. This announcement is not an offer to sell, or a solicitation of an offer to purchase, any securities of Lonza Group Ltd, nor shall it or any part of it form the basis of, or be relied on in connection with, any contract or investment decision.
 
The contents of this announcement have been prepared by and are the sole responsibility of Lonza Group Ltd. None of the Managers, or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Lonza Group Ltd, Capsugel S.A. and/or their subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss, whether arising from any use of this announcement or its contents or otherwise arising in connection therewith.
 
The information contained in this announcement does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this presentation or its accuracy, fairness or completeness. Any exercise of rights or purchase of shares in the proposed offering should be made solely on the basis of the information contained in the final offering and listing prospectus to be issued by Lonza Group Ltd in connection with the offering. 
 
The distribution of this announcement may be restricted by law in certain jurisdictions, and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Copies of this announcement may not be sent to countries or distributed or sent from countries, in which this is barred or prohibited by law. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
 
The securities to which this announcement relates have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There will not be a public offering of securities in the United States.
 
This announcement is not an offering circular within the meaning of article 652a of the Swiss Code of Obligations, nor is it a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange or a prospectus under any other applicable laws. Investors should make their decision to buy or exercise subscription rights or to buy or to subscribe to shares of Lonza Group Ltd solely based on the final offering and listing prospectus which will be published in connection with the rights offering. Investors are furthermore advised to consult their bank or financial adviser before making any investment decision.
 
Having regard to the absence of holders of shares traded on the SGX-ST as of today and the practical difficulties in achieving a harmonized exercise and settlement process on SIX Swiss Exchange and the SGX-ST, Lonza is of the opinion that it would be necessary or expedient to restrict the exercise of rights by such shareholders. As a result, potential holders of Lonza shares traded on the SGX-ST will not receive any Offered Shares in connection with the offering. As it is customary in case of such restrictions, rights may still be sold either directly or indirectly on SIX Swiss Exchange through the depositary bank of such shareholder in order to realize the monetary value of such rights. In connection with the offering, the rights will only be traded on SIX Swiss Exchange and will not be traded on the SGX-ST. Potential holders of shares traded on the SGX-ST should instruct their respective depositary bank in respect of any sale of such rights on SIX Swiss Exchange on their behalf. In the absence of any such sale, rights which were allotted to such shareholders will become null and void without compensation at the end of the rights exercise period.
 
This communication does not constitute an "offer of securities to the public" within the meaning of Directive 2003/71/EC of the European Union (the "Prospectus Directive") of the securities referred to herein in any member state of the European Economic Area (the "EEA"). Any offers of the securities referred to in this announcement to persons in the EEA will be made pursuant to an exemption under the Prospectus Directive, as implemented in member states of the EEA, from the requirement to produce a prospectus for offers of the Securities. In the United Kingdom, this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated, and any investment activity to which it relates will only be engaged in with such persons, and it should not be relied on by anyone other than such persons.
 
The Joint Global Coordinators, each of which are authorized by the Prudential Regulation Authority or FINMA (as applicable) and regulated by the Financial Conduct Authority and the Prudential Regulation Authority or FINMA (as applicable) and the other Managers are acting exclusively for Lonza Group Ltd and no one else in connection with the placing of securities referred to in this announcement. They will not regard any other person as their respective clients in relation to the placing and will not be responsible to anyone other than Lonza Group Ltd for providing the protections afforded to their respective clients, nor for providing advice in relation to the placing, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
 
In connection with the placing of the shares, the Managers, and any of their affiliates, may take up a portion of the shares in the placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of Lonza Group Ltd or related investments in connection with the placing or otherwise. Accordingly, references in this announcement, or in other documents relating to the placing described herein, to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Managers and any of their affiliates acting in such capacity. In addition, the Managers and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Managers and any of their affiliates may from time to time acquire, hold or dispose of shares. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.