NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS NOTICE. This announcement is for information purposes only and is not an offer to purchase or a solicitation of an offer to sell any securities.
Milan, Italy – June 23, 2025 – Kepler S.p.A. (the “Issuer” and, together with its subsidiaries, the “Biofarma Group” or “we”) announces hereby that it has launched an offering (the “Offering”) of €500.0 million in aggregate principal amount of senior secured floating rate notes due 2029 (the “Notes”).
In connection with the Offering and subject to completion thereof and the satisfaction of certain customary conditions, certain lenders have agreed to make available to the Issuer a new revolving credit facility for an amount up to of €135.0 million (the “Revolving Credit Facility”).
Additionally, in connection with the Offering, the Issuer and Biofarma Delaware LLC (“Biofarma Delaware”), an indirect subsidiary of the Issuer, have entered into a purchase agreement (the “Privately Placed Note Purchase Agreement”) pursuant to which, subject to completion of the Offering and the satisfaction of certain customary conditions, certain subscribers (the “Privately Placed Note Subscribers”) will purchase in a private placement $110.6 million in aggregate principal amount of senior secured notes due 2029 (the “Privately Placed Notes”), which Biofarma Delaware expects to issue on or about the issue date of the Notes. The Privately Placed Notes will replace certain existing privately placed notes of Biofarma Delaware that are outstanding for an equivalent amount and will be redeemed in full on or around the Issue Date through the issuance of the Privately Placed Notes.
Under the Privately Placed Note Purchase Agreement, the Privately Placed Note Subscribers have also committed, subject to satisfaction of certain conditions and compliance with the limitations on debt incurrence set forth under the indenture for the Notes and the Revolving Credit Facility, to purchase additional Privately Placed Notes of up to €200.0 million-equivalent in aggregate principal amount to be issued on one or more occasions by either the Issuer or Biofarma Delaware (the “Additional Privately Placed Note Commitments”).
The proceeds of the Offering, if completed, are expected to be used (i) to redeem in full the Issuer’s outstanding €345.0 million Senior Secured Floating Rate Notes due 2029 (the “Existing Senior Secured Notes”), including accrued but unpaid interest thereon and any redemption premium; (ii) to redeem in full the Issuer’s outstanding €80,854,470 Privately Placed Floating Rate Notes due 2029 (the “Existing Euro Privately Placed Notes”) and $22,127,660 Privately Placed Floating Rate Notes due 2029 (the “Existing Dollar Privately Placed Notes”); (iii) to repay amounts drawn under the existing revolving credit facility of the Issuer (the “Existing Revolving Credit Facility”); (iv) for general corporate purposes; and (v) to pay certain fees and expenses in connection with the above transactions.
In connection with the Offering, the following recent developments and current trading information are being publicly disclosed.
Additional RCF Drawings
Since March 31, 2025, we have drawn additional €10.0 million in aggregate principal amount under the Existing Revolving Credit Facility (the “Additional RCF Drawings”), in order to finance capital expenditures and satisfy our working capital and other liquidity needs. As of today, the total amounts drawn under the Existing Revolving Credit Facility are equal to €40.0 million in aggregate. We expect to repay the Additional RCF Drawings along with the balance of the drawings under the Revolving Credit Facility with the proceeds of the Offering.
Commercial Manufacturing Services and Supply Agreement
We have recently entered into a 5-year commercial manufacturing services and supply agreement with one of our key clients, which includes a $55.0 million purchase commitment (per calendar year) on a take-or-pay basis, pursuant to which we will manufacture certain food supplements that we will sell to the key client on an exclusive basis according to the specifications agreed with them.
Current Trading
The below information is based on preliminary results and estimates and is not intended to be a comprehensive statement of our financial or operational results. Such information has not been audited, reviewed, or verified by our independent auditors. The preliminary results mentioned below are based on our unaudited management accounts. Accordingly, you should not place any reliance on such preliminary information, and no opinion or any other form of assurance is provided with respect thereto. Our preliminary results are based on our preliminary review of our results of operations and are inherently subject to modification during the preparation of our financial statements, and are not intended to be a comprehensive statement of our financial or operational results for the periods they relate to. Accordingly, the forward-looking information presented below should not be taken as an indication of future performance, and should not be viewed as a substitute for the full results for any period, including the quarter ending June 30, 2025, which will be prepared in accordance with IFRS and reviewed, as applicable, by our independent auditors. In light of the foregoing, you are strongly cautioned not to place undue reliance on the information below, and such information should not be regarded as an accurate prediction of actual financial results. The preliminary information below also includes certain non-IFRS measures, including order intake, which does not constitute a measure of financial performance under IFRS or any other accounting standard and has not been audited or otherwise reviewed by any auditors, consultants or experts. Order intake does not purport to indicate our future revenue and is calculated based on various assumptions and management estimates and is therefore inherently subject to risks and uncertainties. Our actual revenue may differ from our Order intake for a number of reasons, including, but not limited to, unforeseen events or circumstances, including termination or scaling down of contracts, increased time requirements to complete the relevant project, delays in commencing the project or other disruptions and potential litigation associated with the projects to which our Order intake refers. Our actual results could vary from these estimates and these differences could be material.
The nutraceuticals and food supplements industry continues to demonstrate strong underlying growth, fuelled by evolving consumer preferences toward proactive health management and wellness-centric lifestyles.
Following a dynamic 2024, characterized by robust demand in North America and moderated progress in Europe due to de-stocking trends, we are now observing a broad-based growth in market demand for our products. As of April 30, 2025, our order intake remains strong, with notable momentum in the U.S. and French markets, with an estimated double-digit year-over-year growth.
Based on preliminary results from our unaudited management accounts, we estimate our Total Revenues for the four-month period ended April 30, 2025, increased by approximately 12% compared to the same period in 2024. This positive performance was primarily driven by an increase of our sales in the U.S., complemented by growth in France, and supported by the successful scale-up of our production capacity. We estimate that our Adjusted EBITDA percentage growth outpaced our Total Revenues percentage growth during the period. This margin expansion reflects improved operating leverage from higher sales volumes, enhanced procurement efficiencies stemming from our ongoing optimization initiatives, and continued progress in operational execution.
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There can be no assurance that the Offering will be completed or, if completed, as to the terms on which it will be completed.
This announcement constitutes a public disclosure of inside information under Regulation (EU) 596/2014.
This announcement is not an offer of securities for sale in the United States. Neither the Notes nor the Privately Placed Notes may be sold in the United States unless they are registered under the Securities Act or are exempt from registration. The Offering described in this announcement and any related guarantees has not been and will not be registered under the U.S. Securities Act, and accordingly any offer or sale of Notes or the Privately Placed Notes and such guarantees may be made only in a transaction exempt from the registration requirements of the Securities Act. The Notes are being offered only to qualified institutional buyers in the United States in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and outside the United States in accordance with Regulation S under the Securities Act. No money, securities or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted.
Neither the Notes nor the Privately Placed Notes are intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the “EEA”). For these purposes, a retail investor means a person who is one (or more) of (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”), (ii) a customer within the meaning of Directive 2016/97/EU (the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, or (iii) not a qualified investor within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the “Prospectus Regulation”). Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the “PRIIPs Regulation”), for offering or selling the Notes or the Privately Placed Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling such debt securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Neither the Notes nor the Privately Placed Notes are intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) 2017/565 as it forms part of U.K. domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) 600/2014 as it forms part of UK domestic law by virtue of the EUWA; or (iii) not a “qualified investor” as defined in Article 2 of the Prospectus Regulation as it forms part of UK domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (as amended, the “UK PRIIPs Regulation”) for offering or selling the Notes or the Privately Placed Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or the Privately Placed Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. References to Regulations or Directives include, in relation to the UK, those Regulations or Directives as they form part of UK domestic law by virtue of the EUWA or have been implemented in UK domestic law, as appropriate.
Promotion of the Notes or the Privately Placed Notes in the United Kingdom is restricted by the FSMA, and accordingly neither the Notes nor the Privately Placed Notes are being promoted to the general public in the United Kingdom. This announcement is for distribution only to, and is only directed at, persons who (i) 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 “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order or (iii) are persons to whom an invitation or inducement to engage in investment activity within the meaning of section 21 of the FSMA in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to, and will only be engaged in with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This press release does not constitute a conditional notice of redemption in respect of the Existing Senior Secured Notes, the Existing Euro Privately Placed Notes, or the Existing Dollar Privately Placed Notes. Holders of the Existing Senior Secured Notes, the Existing Euro Privately Placed Notes, or the Existing Dollar Privately Placed Notes are therefore urged to refer to the relevant notices of redemption (once available) for more information regarding the redemption price, record date, and redemption date.
In connection with the Offering, the stabilizing manager, or persons acting on its behalf, may engage in overallotment, stabilizing transactions and syndicate covering transactions. Overallotment involves sales in excess of the offering size, which creates a short position for the initial purchasers. Stabilizing transactions involve bids to purchase the Notes in the open market for the purpose of pegging, fixing or maintaining the price of the Notes. Syndicate covering transactions involve purchases of the Notes in the open market after the distribution has been completed in order to cover short positions. Stabilizing transactions and syndicate covering transactions may have the effect of preventing or retarding a decline in the market price of the Notes or cause the price of the Notes to be higher than it would otherwise be in the absence of those transactions. Neither we nor any of the initial purchasers of the Notes make any representation that the stabilizing manager, or persons acting on its behalf, will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice. If the stabilizing manager engages in stabilizing or syndicate covering transactions, it may discontinue them at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes.
Neither the content of any website of the Biofarma Group nor any website accessible by hyperlinks on the Biofarma Group’s website is incorporated in, or forms part of, this announcement. The distribution of this announcement into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement contains statements reflecting assumptions, expectations, projections, intentions or beliefs about future events that are intended as “forward-looking statements,” particularly those statements concerning expectations regarding the use of proceeds from the offering. A number of risks and uncertainties could cause our actual results to differ materially from current projections, forecasts, estimates and expectations relating to us. Any or all of these forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and other factors, many of which are beyond our control.
