McDermott Advises Baader Bank on a Capital Measure by Heidelberg Pharma AG


Frankfurt, November 30, 2017. – McDermott Will & Emery Rechtsanwälte Steuerberater LLP advised Baader Bank AG as global coordinator and sole bookrunner in connection with a capital measure of Heidelberg Pharma AG which generated approximately EUR 34.4 million in gross issue proceeds. The transaction consisted of the issuance of new shares stemming from a so-called mixed capital increase of cash and contributions in kind (gemischte Kapitalerhöhung gegen Bar- und Sacheinlage) and the issuance of convertible bonds. The new shares and the convertible notes were sold to existing shareholders in a rights offering and to institutional investors in a private placement.

The offering was oversubscribed. The major shareholder, dievini Hopp Bio Tech holding GmbH & Co. KG, received approximately 1.5 million new shares in exchange for the contribution of a repayment claim from an outstanding loan to Heidelberg Pharma AG. The convertible bonds were issued with a zero coupon. Subject to certain non-conversion periods, the holders of the convertible bonds have the right to exchange their convertible bonds for up to approximately 5.76 million new shares starting from January 11, 2018 until the maturity date.

The McDermott team was led by Simon Weiß and Joseph Marx and included Philipp von Ilberg und Anna Steudner (all Capital Markets, Frankfurt) as well as Richard Mitchell (Capital Markets, London), Ted Laurenson (Capital Markets, Silicon Valley), Vernessa Pollard, Anisa Mohanty (Health Regulatory, Washington, D.C.) und Alan Schwartz (Tax, New York). GÖRG Partnerschaft von Rechtsanwälten, led by Partner Dr. Bernt Paudtke, and Rittershaus Rechtsanwälte under the leadership of Mannheim Partner Dr. Christian Eschenfelder advised Heidelberg Pharma AG as company counsel. The Baader Bank legal team was led by Kai Göhring, Head of Legal & Corporate Finance Execution.

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