Slides
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Restructuring our convertible bond debt and securing funding for future operations Investor webcast – February 2025
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The following information contains certain “forward-looking statements”, relating to the company’s business, which can be identified by the use of forward-looking terminology such as “estimates”, “believes”, “expects”, “may”, “are expected to”, “will”, “will continue”, “should”, “would be”, “seeks”, “pending” or “anticipates” or similar expressions, or by discussions of strategy, plans or intentions. Such statements include descriptions of the company’s investment and research and development programs and anticipated expenditures in connection therewith, descriptions of new products expected to be introduced by the company and anticipated customer demand for such products and products in the company’s existing portfolio. Such statements reflect the current views of the company with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the actual results, performance or achievements of the company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward-looking statements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated or expected. Rounding differences in the numbers presented may occur. Investor webcast | Idorsia future operations secured | 26 Feb 20252
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What a difference a month makes! Investor webcast | Idorsia future operations secured | 26 Feb 20253
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JPM: Prerequisites to continued operations Aprocitentan deal Operational restructuring Balance sheet restructuring Short-term priorities: New funding Investor webcast | Idorsia future operations secured | 26 Feb 20254
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Securing future operations Balance sheet restructuring Remove large debt overhang Funding Backstopped CHF 150 million New Money Facility Viatris deal restructuring Remove significant cash requirements in 2025 Investor webcast | Idorsia future operations secured | 26 Feb 20255
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New terms • Idorsia’s 2025 contribution to the development costs reduced by USD 100 million • Potential regulatory and sales milestones reduced by USD 250 million Viatris deal restructuring Selatogrel a unique highly selective P2Y12 inhibitor optimized for auto-injection in Phase 3 development for the treatment of acute myocardial infarction Cenerimod a highly selective S1P 1 receptor modulator with a unique profile in Phase 3 development for the treatment of systemic lupus erythematosus Investor webcast | Idorsia future operations secured | 26 Feb 20256
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Backstopped CHF 150 million provided by bondholders to fund Idorsia’s operations New funding to secure future operations • Backstop fee: 9.0m shares and 8.0m warrants (CHF 1.50 strike) • New Money Facility fee: 10.5m shares and 9.5m warrants (CHF 1.50 strike) • Maturity of 24 months Investor webcast | Idorsia future operations secured | 26 Feb 20257
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Holistic convertible bond restructuring 200 600 335 600 2025 2026 2027 2028 Convertible Bonds Convertible Loan (J&J) Investors’ put* Investor webcast | Idorsia future operations secured | 26 Feb 20258 *Investors likely to ask for repayment in August 2026
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• Bondholders approved an 8-month extension to the maturity of CB2025 • Bondholders will receive a capitalized 2% consent fee – principal value of the CB2025 increases to CHF 204 million • Provides the time required for the implementation of larger restructuring Step 1: CB2025 Bondholder meeting Holistic convertible bond restructuring CB 2025 extension Investor webcast | Idorsia future operations secured | 26 Feb 20259
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• Majority of bondholders from both CBs have agreed to vote in favor of restructuring (~72% of CB2025 & ~75% of CB2028) − 10 years extension of maturity − Unchanged coupon (no payment for 3 years) − Unchanged strike price − Possibility to repay in Idorsia shares after 3 years Step 2: CB2025 & CB2028 Bondholder meetings Holistic convertible bond restructuring CB2025 & CB2028 extension Investor webcast | Idorsia future operations secured | 26 Feb 202510
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• ~74% of bondholders from both CBs have agreed to voluntary exchange • For participating in the exchange, bondholders will be entitled to receive: − up to a total of 8.0 million shares − up to 8.0 million warrants (CHF 1.50 strike) exercisable at any time in the next 24 months Step 3: Voluntary exchange for Special Purpose Vehicle (SPV) Notes & provision of New Money Facility Holistic convertible bond restructuring CB2025 & CB2028 restructuring Investor webcast | Idorsia future operations secured | 26 Feb 202511
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Holistic convertible bond restructuring SPV Idorsia Ltd Idorsia Pharmaceuticals Ltd Investor webcast | Idorsia future operations secured | 26 Feb 202512
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Holistic convertible bond restructuring Idorsia Ltd Idorsia Pharmaceuticals Ltd SPV Investor webcast | Idorsia future operations secured | 26 Feb 202513 Transfer Idorsia rights to aprocitentan, cenerimod, and selatogrel
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Holistic convertible bond restructuring Idorsia Ltd Idorsia Pharmaceuticals Ltd SPV Investor webcast | Idorsia future operations secured | 26 Feb 202514 Transfer Idorsia rights to aprocitentan, cenerimod, and selatogrel Voluntary exchange of Idorsia CBs to SPV Notes
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Holistic convertible bond restructuring Idorsia Ltd Idorsia Pharmaceuticals Ltd SPV Transfer Idorsia rights to aprocitentan, cenerimod, and selatogrel Voluntary exchange of Idorsia CBs to SPV Notes Call option when SPV is debt-free Investor webcast | Idorsia future operations secured | 26 Feb 202515
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Scenario: all bondholders exchange 16 Liabilities CB25 & CB28 812 M J&J Conv. Loan 335 M Financial Debt 1’147 M Idorsia Assets QUVIVIQ IP TRYVIO /JERAYGO IP Viatris deal (selatogrel & cenerimod) All other IP All other assets Liabilities CB25 & CB28 0 M J&J Conv. Loan 335 M New Money Loan 158 M Financial Debt 493 M Idorsia Assets QUVIVIQ IP All other IP All other assets Liabilities A Notes 375 M B Notes 437 M Financial Notes 812 M SPV Assets TRYVIO /JERAYGO IP Viatris deal (selatogrel & cenerimod) Post-restructurePre-restructure
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Scenario: only LUA bondholders exchange 17 Liabilities CB25 & CB28 812 M J&J Conv. Loan 335 M Financial Debt 1’147 M Idorsia Assets QUVIVIQ IP TRYVIO /JERAYGO IP Viatris deal (selatogrel & cenerimod) All other IP All other assets Liabilities CB25 & CB28 203 M J&J Conv. Loan 335 M New Money Loan 158 M Financial Debt 696 M Idorsia Assets QUVIVIQ IP All other IP All other assets Liabilities A Notes 375 M B Notes 234 M Financial Notes 609 M SPV Assets TRYVIO /JERAYGO IP Viatris deal (selatogrel & cenerimod) Post-restructurePre-restructure
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Securing future operations Balance sheet restructuring Remove large debt overhang Funding Backstopped CHF 150 million New Money Facility Viatris deal restructuring Remove significant cash requirements in 2025 Investor webcast | Idorsia future operations secured | 26 Feb 202518
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Adapt operations across different divisions to optimize the use of the new money facility Future operations secured Partner aprocitentan Priority remains to find a partner for aprocitentan, preserve and increase the value of aprocitentan with limited launch in the US Leverage our innovation Optimize out portfolio within our budget constraint through targeted development and potential partnering QUVIVIQ in the US Maintaining the sales while reducing costs, until descheduling can be achieved and real value in the US market can be unlocked Accelerate QUVIVIQ in EUCAN Commercial efforts are translating into success – continue to drive sales – expand from specialist prescribers to GP through commercial partnerships Investor webcast | Idorsia future operations secured | 26 Feb 202519
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Fighting to create value for all stakeholders