Press Release: Santhera Commences Convertible -2-

comparable to the financial statements or financial information of

United States companies.

It may be difficult for you to enforce your rights and any claim you may

have arising under the U.S. federal securities laws in respect of the

Exchange Offer, since the Company is located in Switzerland and all of

its officers and directors are residents of Switzerland or elsewhere

outside of the United States. You may not be able to sue the Company or

its officers or directors in a Swiss court or another court outside the

United States for violations of the U.S. securities laws. Finally, it

may be difficult to compel the Company and its affiliates to subject

themselves to a U.S. court's judgment.

United Kingdom

The communication of this publication and any other documents or

materials relating to the Exchange Offer is not being made and such

documents and/or materials have not been approved by an authorized

person for the purposes of section 21 of the Financial Services and

Markets Act 2000, as amended. Accordingly, such documents and/or

materials are not being distributed to, are not directed at and must not

be passed on to, the general public in the United Kingdom. The

communication of such documents and/or materials as a financial

promotion is only being made to persons within the United Kingdom

falling within the definition of investment professionals (as defined in

Article 19(5) of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005 (the Order)) or falling within Article 43(2) of

the Order, or to other persons to whom it may lawfully be communicated

(together "relevant persons"). The investment activity to which this

document relates will only be engaged in with relevant persons and

persons who are not relevant persons should not rely on it.

European Economic Area

In any Member State of the European Economic Area (the EEA) or in the

United Kingdom (each, a Relevant State), this Notice is only addressed

to, and is only directed at, qualified investors in that Relevant State

within the meaning of Regulation (EU) 2017/1129 (the Prospectus

Regulation). Each person in a Relevant State who receives any

communication in respect of the Exchange Offer contemplated in this

Notice will be deemed to have represented, warranted and agreed to and

with the Company and the Tender Agent that it is a qualified investor

within the meaning of the Prospectus Regulation. The 2017/22 Bonds have

not been admitted to trading on a regulated market in the EEA or in the

United Kingdom.

Switzerland

This communication qualifies as advertisement pursuant to the Swiss

Financial Services Act (FinSA) and does neither constitute an offer or

invitation to subscribe for or purchase any securities of Santhera

Pharmaceuticals Holding AG nor a prospectus nor a key information

document within the meaning of the FinSA. Investors should make their

decision to accept the Exchange Offer solely based on the Notice of a

Repurchase Offer (Exchange of CHF 60,000,000 Senior Unsecured

Convertible Bonds due 2022) and the preliminary offering and listing

prospectus regarding the New Bonds, each dated March 25, 2021 which,

subject to compliance with applicable securities laws, is accessible via

https://www.globenewswire.com/Tracker?data=UoX_FxfJDQbv_0tzW-HbUzgj2bpImCt8VPwmJDTRz_WVVGee5sjH5NG_Mxkyyenr1EvZkXZwB0FDXyw8ZqvN_hiJgRzLziLFmTTcD2kFfTHrFoGpK1bgXjuu5P92VK5EUbSJxrrPCjJaCiB01rO5_o15KElHpW0dnx2G5TaTXWmwVkzZxOoHHPPkv61Zz-lrRl9564UHq1P_OnNbUcyaxQPOGMP1_iahTQh5_gi0hzzW7WNKA2DymTfoyTY7B7M3X7DNxypsuSGy_8k02WH3NQ==

https://www.santhera.com/investors-and-media/investor-toolbox/bond-exchange-offering.

Investors are furthermore advised to consult their bank or financial

adviser before making any investment decision.

# # #

Attachment

-- 2021 04 06_Bond Exchange Update_e_final

https://ml-eu.globenewswire.com/Resource/Download/894c02cc-2fb0-466b-b826-e4871c949e5c

(END) Dow Jones Newswires

April 06, 2021 01:00 ET (05:00 GMT)