Beskrivning
Land | Norge |
---|---|
Lista | Oslo Bors |
Sektor | Hälsovård |
Industri | Bioteknik |
2025-06-30 22:00:02
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE
PEOPLE'S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES
DESCRIBED HEREIN. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
Bergen, Norway and Oslo, Norway, 30 June 2025 - BerGenBio ASA (OSE: BGBIO)
("BerGenBio" or the "Company") and Oncoinvent ASA (OSE: ONCIN) ("Oncoinvent")
announce that they have entered into a merger agreement (the "Agreement") to
combine the two companies through a statutory merger (the "Merger"), where
BerGenBio will be the acquiring entity. Following the Merger, the combined
company shall carry out a fully underwritten rights issue.
· The Merger puts BerGenBio's capital and listing to productive use by
strengthening Oncoinvent's ability to execute on its clinical strategy and
advance potentially life-changing treatments for patients with cancer in the
abdominal cavity (peritoneal carcinomatosis).
· The exchange ratio in the Merger will be 25% to BerGenBio and 75% to
Oncoinvent corresponding to 1.20268049 shares in BerGenBio per share in
Oncoinvent and values BerGenBio prior to the Merger at NOK 65 million, which
represents a significant premium to what would be available for distribution to
BerGenBio's shareholders in a solvent liquidation scenario, and a premium of 19%
compared to the closing price on Monday 30 June 2025. The Merger values
Oncoinvent at NOK 195.5 million, which corresponds to its valuation in
connection with the listing on Euronext Growth in December 2024 and a premium of
8% compared to the closing price on Monday 30 June 2025.
· The Merger will add approximately NOK 45 million in cash to fund
Oncoinvent's clinical development plan. Moreover, the combination will
substantially broaden the shareholder base, improving liquidity in the share and
enable an uplisting from Euronext Growth Oslo, subject to approval by the Oslo
Stock Exchange.
· Subject to approval by the extraordinary general meetings of BerGenBio and
Oncoinvent, Euronext Oslo Børs' approval of the continued listing and completion
of the Merger, the merged company will carry out a fully underwritten rights
issue of NOK 130 million (the "Rights Issue"). The proceeds from the Rights
Issue is expected to provide the merged company with a cash runway into 2027,
beyond the interim readout from Oncoinvent's ongoing Phase 2 trial in ovarian
cancer, expected H2 2026.
· The Merger is supported by BerGenBio's largest shareholder Meteva AS and
Oncoinvent's largest shareholders Hadean Capital I AS and HVentures Capital I AB
(together "Hadean Ventures") and Linc AB, all of whom have entered into voting
undertakings to vote in favour of the Merger and lock-up commitments for a
period of six months following this announcement.
The Agreement follows from the strategic review that BerGenBio has conducted, in
cooperation with DNB Carnegie, to optimise shareholder value following its
decision to discontinue the BGBC016 study.
Anders Tullgren, chair of the board of BerGenBio, stated: "I am very pleased to
be able to announce our joining forces with Oncoinvent. This Merger, which is
backed by the boards of both companies, is the result of an extensive review
that explored a range of strategic options for BerGenBio. The Merger gives
BerGenBio shareholders a part of an exciting company leveraging Norwegian
radiopharmaceutical technology, which has already seen encouraging preliminary
efficacy data, without safety concerns. We are confident that this is the best
option for current BerGenBio shareholders."
Øystein Soug, CEO of Oncoinvent and forthcoming CEO of the merged company,
stated: "We are very excited for the time ahead and to continue the execution of
our focused strategy to develop Radspherin® in ovarian cancer. We are on track
with our randomised phase 2 trial. Going forward with a strengthened balance
sheet, we believe the company will be a transformative force in the
radiopharmaceutical therapy field, improving the lives of patients with cancer
in the peritoneal cavity."
About Oncoinvent
Oncoinvent is a clinical-stage biotechnology company developing novel
radiopharmaceutical therapies against cancer. The lead product candidate,
Radspherin®, uses the alpha-emitting radionuclide radium-224, directly targeting
micro-metastases post-surgery, harnessing the benefits of modern
radiopharmaceuticals without the complexities of biological targeting.
Oncoinvent is investigating the safety and efficacy of Radspherin® in a clinical
development program in two indications: peritoneal metastases from colorectal
cancer and from ovarian cancer. In addition to the recently finalized phase 1/2a
trial in colorectal cancer, one phase 1 trial and one randomized phase 2 trial
are ongoing in the US, UK and Europe. Interim data from the phase 2 trial are
expected in H2 2026. Preliminary clinical efficacy data are highly encouraging,
and no serious toxicity or safety concerns have been reported to date.
The experienced Oncoinvent team runs a state-of-the-art manufacturing facility
to produce drug products for clinical trials in Nydalen, Oslo. Oncoinvent is
listed on the Euronext Growth Oslo. The company was founded by Øyvind Bruland
and Roy Larsen, the pioneers behind Norway's most successful cancer drug to
date, Xofigo, developed by the company Algeta, which was acquired by Bayer in
2014.
The Merger and Exchange ratio
The Merger is structured as a statutory merger whereby all assets and
liabilities of Oncoinvent will be transferred to a newly incorporated wholly
owned subsidiary of BerGenBio against consideration to the shareholders in
Oncoinvent by way of newly issued shares in BerGenBio and with BerGenBio as the
surviving entity. The exchange ratio in the Merger will be 1:3, meaning that
Oncoinvent shareholders will in total receive approximately 117.6 million
BerGenBio shares, corresponding to approximately 1.20268049 BerGenBio shares per
Oncoinvent share.
Rights Issue
The combined company will carry out a fully underwritten rights issue of shares
(the "New Shares") with preferential subscription rights for existing
shareholders in the merged company upon completion of the Merger to raise gross
proceeds of NOK 130 million.
Both Oncoinvent's and BerGenBio's shareholders at the time of completion of the
Merger will, subject to restrictions in applicable securities laws and
regulations, be invited to participate in the Rights Issue, which ensures equal
treatment of all shareholders. By exercising their subscription rights, each
shareholder will have the opportunity to maintain their pro rata ownership in
the merged company. If all shareholders participate, the resulting ownership
structure will reflect a 25/75 ratio, with BerGenBio shareholders upon
completion of the Merger owning 25% and Oncoinvent shareholders upon completion
of the Merger owning 75% of the merged company.
Certain existing shareholders and external investors (the "Underwriters") have,
subject to customary terms and conditions, underwritten NOK 130 million of the
Rights Issue, representing 100 percent of the total offering amount. The
proceeds from the Rights Issue are expected to provide the merged company with a
cash runway into 2027. Further information regarding the fully underwritten
Rights Issue, including the terms and conditions, the subscription period, key
dates, and procedures for subscription, is available in a separate stock
exchange announcement published by the Company on the same date as this release.
Shareholders are encouraged to review the announcement carefully for complete
details on how to participate in the Rights Issue.
The merged company
Pending approval of the EGM, the Board of Directors of the Company shall with
effect from completion of the Merger be composed as follows:
· Gillies O'Bryan-Tear, Chairman of the board
· Olav Hellebø, Board member
· Ingrid Teigland Akay, Board member
· Kari Grønås, Board member
· Hilde Steineger, Board member
· Orlando Oliveira, Board member
· Johan Häggblad, Board member
· Anne Cecile Alvik, Board member/Employee representative
Current Oncoinvent CEO, Øystein Soug, will be appointed CEO and current
Oncoinvent CFO, Tore Kvam, will be appointed CFO. Current BerGenBio management
will leave their positions once the Merger is completed.
The Merger is supported by BerGenBio's largest shareholder Meteva and
Oncoinvent's largest shareholders Hadean Ventures and Linc AB, all of whom have
entered into voting undertakings and lock-up commitments for a period of six
months from the date of this announcement.
The merged company is expected to be renamed Oncoinvent in due course.
Conditions for the completion of the Merger
The Merger is subject to customary terms and conditions, including, inter alia,
satisfaction of the following conditions:
· approval of the proposed Merger and Rights Issue by the EGM of BerGenBio,
expected to be held on August 4, 2025