Baker McKenzie Advises Highbridge Capital Management, LLC on its Additional CHF 10 Million Investment in Santhera Pharmaceuticals via Convertible Bond

Baker McKenzie Switzerland advised certain funds managed by Highbridge Capital Management, LLC ("Highbridge"), a longstanding investor in Santhera Pharmaceuticals (SIX: SANN, "Santhera"), on its investment and commitment of an additional CHF 10 million via a new three-year convertible bond to support Santhera for the global reach expansion of AGAMREE® (vamorolone), a treatment for Duchenne muscular dystrophy. This financing is entered into in conjunction with an USD 13 million royalty monetization between Santhera and R-Bridge. Under the agreement, Highbridge provides an additional CHF 10 million to Santhera via a newly issued convertible note. The instrument also exchanges, at parity, the existing CHF 7 million convertible bond that was previously scheduled to mature on 30 September 2025. The new convertible bond has a three-year maturity, with a conversion price set at a 10% premium to the one trading day VWAP on 23 September 2025. In addition, Santhera issues to Highbridge approximately 110,000 shares as consideration for Highbridge agreeing to increased flexibility in relation to the CHF 35 million four-year term loan signed in August 2024.

Baker McKenzie advised Highbridge on all legal and tax-related matters of this investment, ensuring the bond structure met both parties' strategic objectives.

Swiss Capital Markets Partner Matthias Courvoisier led the Baker McKenzie team, which consisted of Jan Lusti (associate, Capital Markets) and Andrea B. Bolliger (counsel, Tax).