Information relating to the CB 2025 Bondholder Meeting of June 2025

Following the expiry of the appeal period for the amended terms approved at the CB 2025 bondholder meeting of February 25, 2025 – during which no appeal was filed – invitations to the next bondholder meetings for holders of its outstanding CHF 200 million convertible bonds maturing in 2025 (CB 2025; ISIN CH0426820350), and CHF 600 million convertible bonds maturing in 2028 (CB 2028; ISIN CH1128004079) were published on June 6, 2025.

At the meetings, the company will propose changing the current terms of the CB 2025 and CB 2028 as part of the larger holistic restructuring, as announced in a press release on February 26, 2025, and an update published on May 21, 2025.

To date, approximately 87% of the holders of the CB 2025 and 90% of holders of the CB 2028 have entered a legally binding lockup agreement in support of the holistic restructuring. Such bondholders have committed to vote in favour of the proposed amendments to the terms of the CB 2025 and CB 2028 at or before the meeting.

The amendment of the terms of the CB 2025 and CB 2028 will be conditional on the consummation of the exchange offer, which is expected to be launched around or following the date of the bondholder meetings.

The Bondholder Meeting will be held on:

June 25, 2025, at 17:30 CEST, at the offices of Homburger AG, Prime Tower, Hardstrasse 201, 8005 Zurich, Switzerland

The invitation to the bondholder meeting sets out the terms of the resolutions to be voted upon.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

Information relating to the CB 2025 Bondholder Meeting of February 2025

The CHF 200 million convertible bonds (CB 2025) issued in 2018 (ISIN CH0426820350) initially had a term of six years, maturing on July 17, 2024. On May 6, 2024, a bondholders’ meeting approved modifications to the terms of the convertible bonds to, among others, amend the conversion price to CHF 6.00 per Idorsia share (from CHF 33.95) and extend the maturity date by six months to January 17, 2025.

On 20 December 2024, Idorsia announced that an extension to the CB 2025 is required given the near-term maturity and the inability of the company to repay the bonds at this time. 

It also announced that the company is in discussions with certain holders of the CB 2025 and the CHF 600,000,000 Senior Unsecured Convertible Bonds due 2028 (Swiss Security Number: 112800407; ISIN CH1128004079) (the CB 2028) to amend the terms of both instruments following the extension of the CB 2025. Based on Idorsia's liquidity forecasts, the restructuring of the company’s outstanding debt, including the CB 2025 and the CB 2028 is one of the prerequisites to allow the company to continue to operate on a long-term basis. 

In order to implement the extension of the CB 2025 as the first step of the restructuring, Idorsia called a bondholder meeting in accordance with articles 1164 et seqq. of the Swiss Code of Obligations (the Bondholder Meeting).
 

The Bondholder Meeting was held on:

February 25, 2025, at 17:30 CET, at the offices of Homburger AG, Prime Tower, Hardstrasse 201, 8005 Zurich, Switzerland

The invitation to the bondholder meeting set out the terms of the resolutions voted upon.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.