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Bergen, 29 January 2020: BerGenBio ASA (OSE:BGBIO) (“BerGenBio” or the
“Company”), a clinical-stage biopharmaceutical company developing novel,
selective AXL kinase inhibitors for multiple cancer indications, has retained
Arctic Securities AS and Carnegie AS as Joint Bookrunners and H.C. Wainwright &
Co., LLC as Financial Advisor (together the “Managers”) with respect to a
contemplated private placement of up to 12,215,318 new shares (the “Offer
Shares”) (representing up to 20% of the outstanding share capital of the
Company) directed towards certain investors, including existing shareholders and
new potential investors, subject to and in compliance with applicable exemptions
from relevant prospectus or registration requirements (the “Private Placement”).
The Company have been indicated pre-commitments from existing shareholders
including pro-rate subscription from Meteva AS.
The Company will release unaudited fourth quarter and full year 2019 financials
11 February 2020. The cash position at year end 2019 was NOK 253.6 million (USD
28.9 million).
The Company intends to use the net proceeds from the Private Placement to
continue advancing its clinical trial programs with its lead candidate
bemcentinib in patients with Acute Myeloid Leukaemia (AML) and Non Small Cell
Lung Cancer (NSCLC), manufacturing scale-up of bemcentinib, biomarker and
companion diagnostic development, and phase 1b development of tilvestamab
(formerly BGB149), as well as for general corporate purposes.
The subscription price for the Offer Shares will be determined by the Board of
Directors based on an accelerated bookbuilding process. The application period
for the Private Placement will commence today, 29 January 2020 at 16:30 hours
(CET) and is expected to close on 30 January 2020 at 08:00 hours (CET). The
Company may, however, at any time resolve to close or extend the application
period at its own discretion and for any reason without further notice. If the
application period is shortened or extended, any other dates referred to herein
may be amended accordingly.
The minimum application and allocation amount in the Private Placement will be
the NOK equivalent of EUR 100,000 per investor, provided that the Company may,
at its sole discretion, allocate an amount below EUR 100,000 to the extent
exemptions from the prospectus requirements pursuant to applicable regulations,
including the Norwegian Securities Trading Act and ancillary regulations, are
available.
The allocation of Offer Shares will be determined at the sole discretion of the
Board of Directors, in consultation with the Managers, following the expiry of
the bookbuilding process, where the Board of Directors will focus primarily on
inter alia existing shareownership, timeliness of application, price leadership,
relative order size, sector knowledge, perceived investor quality and investment
horizon.
The allocation of Offer Shares and completion of the Private Placement by
delivery of Offer Shares to the applicants will be divided in two Tranches.
Tranche 1 will consist of up to 5,475,136 Offer Shares (“Tranche 1”) and is
subject to approval by the Board of Directors, and is expected to be delivered
Delivery Verses Payement (DVP) on a T+2 basis (on or about 3 February 2020).
Tranche 2 will consist of up to 6,740,182 Offer Shares (“Tranche 2”) and is
subject to (i) approval by the Board of Diretors and an extraordinary general
meeting of the Company expected to take place on 20 February 2020, and (ii) that
the placing agreement between the Company and the Managers has not been
terminated prior to the EGM, Offer Shares in Tranche 2 are expected to be
delivered DVP on a T+2 basis following (and subject to approval by) the EGM (on
or about 25 February 2020). Applicants in the Private Placement will receive a
pro rata portion of Offer Shares in Tranche 1 and Tranche 2 based on their
overall allocation in the Private Placement, with the exception of Meteva AS
which has agreed that Offer Shares allocated to it shall be delivered solely in
Tranche 2.
Applicants being allocated Offer Shares in the Private Placement and who hold
shares in the Company as of the date of the EGM undertake to vote in favour of
Tranche 2 of the Private Placement at the EGM. Tranche 1 is not conditional upon
completion of Tranche 2, and acquisition of Offer Shares in Tranche 1 will
remain final and binding and cannot be revoked or terminated by the respective
applicants if Tranche 2 is not completed. If Tranche 2 is not completed (e.g.
due to non-approval by the EGM), applicants will not be delivered Offer Shares
in Tranche 2 and the Company will hence not receive the proceeds from Tranche 2.
The Offer Shares is expected to be settled with existing and unencumbered shares
in the Company that are already listed on Oslo Børs, pursuant to a share lending
agreement between Meteva AS as lender, Arctic Securites AS as borrower (on
behalf of the Managers) and the Company in order to facilitate delivery of
listed shares in the Company to applicants on a DVP basis. Arctic Securities AS
will settle the share loan with Offer Shares. The Offer Shares re-delivered to
Meteva AS in Tranche 2 will be issued on a separate ISIN and will not be
tradable on Oslo Børs until a listing prospectus has been approved by the
Norwegian Financial Supervisory Authority, expected late Februray 2020 (the
“Prospectus”).
Subject to successful completion of the bookbuilding process for the Private
Placement, the Company will announce the subscription price and the final number
of Offer Shares placed in the Private Placement in a stock exchange announcement
expected to be published before opening of trading on Oslo Børs tomorrow, 30
January 2020.
In connection with the Private Placement, the Company, Meteva AS, the members of
the Board of Directors and certain of the Company’s primary insiders have
entered into lock-up undertakings for a period of 90 days from the payment date
for Tranche 1, subject to customary exceptions.
The contemplated transaction will be carried out as a Private Placement in order
to complete the share issue in today’s market conditions in an efficient manner
and to allow for participation from new investors. As a consequence of the
transaction structure, the shareholders’ preferential rights will be deviated
from. The Board of Directors has considered the Private Placement in light of
the equal treatment obligations under relevant acts and regulations, and is of
the opinion that the proposed Private Placement is in compliance with these
requirements. Following careful considerations, the Board of Directors is of the
view that it will be in the common interest of the Company and its shareholders
to raise equity through a Private Placement setting aside the pre-emptive rights
of the existing shareholders to subscribe for Offer Shares. By structuring the
transaction as a Private Placement, the Company will be in a position to raise
capital in an efficient manner, with a lower discount to the current trading
price and with significantly lower completion risks compared to a rights issue.
In addition, the Private Placement shall be marketed through a publicly
announced bookbuilding process. The Company will also consider to carry out a
subsequent offering towards the existing shareholders who did not participate in
the Private Placement.
Potential Subsequent Offering
Subject to inter alia (i) completion of the Private Placement, (ii) relevant
corporate resolutions including approval by the Board of Directors and the EGM,
(iii) prevailing market price of the Company’s shares being higher than the
subscription price, and (iv) approval of the Prospectus, the Company will
consider carrying out a subsequent offering (the “Subsequent Offering”) of new
shares in the Company. A Subsequent Offering will be, if made, and on the basis
of a prospectus to be approved by the Financial Supervisory Authority of Norway,
be directed towards eligible shareholders in the Company who (i) are
shareholders in the Company as of the day of the expiry of the bookbuilding
period for the Private Placement, as registered as shareholders in the Company’s
register of shareholders with the Norwegian Central Securities Depositary (Nw.
Verdipapirsentralen) (the “VPS”) as of [31] January 2020, (ii) are not allocated
Offer Shares in the Private Placement, and (iii) are not resident in a
jurisdiction where such offering would be unlawful or, for jurisdictions other
than Norway, would require any prospectus, filing, registration or similar
action (the “Eligible Shareholders”). The Eligible Shareholders are expected to
be granted non-tradable allocation rights. The subscription period in the
Subsequent Offering is expected to commence shortly after publication of the
Prospectus, and the subscription price in the Subsequent Offering will be the
same as in the Private Placement. The Company will issue a separate stock
exchange notice with further details on the Subsequent Offering if and when
finally resolved.
For further information, please contact:
Richard Godfrey, CEO
richard.godfrey@bergenbio.com
+47 917 86 304
Rune Skeie, CFO
rune.skeie@bergenbio.com
+47 917 86 513
About BerGenBio ASA
BerGenBio is a clinical-stage biopharmaceutical company focused on developing
transformative drugs targeting AXL as a potential cornerstone of therapy for
aggressive diseases, including immune-evasive, therapy resistant cancers. The
company’s proprietary lead candidate, bemcentinib, is a potentially first-in
-class selective AXL inhibitor in a broad phase II oncology clinical development
programme focused on combination and single agent therapy in lung cancer and
leukaemia. A first-in-class functional blocking AXL antibody, tilvestamab
(BGB149), and an AXL-ADC (ADCT-601) are undergoing phase I clinical testing. In
parallel, BerGenBio is developing a companion diagnostic test to identify those
patient populations most likely to benefit from bemcentinib: this is expected to
facilitate more efficient registration trials supporting a precision medicine
-based commercialisation strategy.
BerGenBio is based in Bergen, Norway with a subsidiary in Oxford, UK. The
company is listed on the Oslo Stock Exchange (ticker: BGBIO). www.bergenbio.com
This information is subject to the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act.
This document is not an offer to sell or a solicitation of offers to purchase or
subscribe for shares. Copies of this document may not be sent to jurisdictions,
or distributed in or sent from jurisdictions, in which this is barred or
prohibited by law. The information contained herein shall not constitute an
offer to sell or the solicitation of an offer to buy, in any jurisdiction in
which such offer or solicitation would be unlawful prior to registration,
exemption from registration or qualification under the securities laws of any
jurisdiction.
This communication may not be published, distributed or transmitted in or into
the United States, Canada, Australia, the Hong Kong Special Administrative
Region of the People’s Republic of China, South Africa or Japan and it does not
constitute an offer or invitation to subscribe for or purchase any securities in
such countries or in any other jurisdiction. In particular, the document and the
information contained herein should not be distributed or otherwise transmitted
into the United States of America or to U.S. persons (as defined in the U.S.
Securities Act of 1933, as amended (the “Securities Act”)) or to publications
with a general circulation in the United States of America. This document is not
an offer for sale of securities in the United States. The securities referred to
herein have not been and will not be registered under the Securities Act, or the
laws of any state, and may not be offered or sold in the United States of
America absent registration under or an exemption from registration under
Securities Act. BerGenBio does not intend to register any part of the offering
in the United States. There will be no public offering of the securities in the
United States of America.
The information contained herein does not constitute an offer of securities to
the public in the United Kingdom. No prospectus offering securities to the
public will be published in the United Kingdom. This document is only being
distributed to and is only directed at (i) persons who are outside the United
Kingdom or (ii) to investment professionals falling within article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
“Order”) or (iii) high net worth entities, and other persons to whom it may
lawfully be communicated, falling within article 49(2)(a) to (d) of the Order
(all such persons together being referred to as “relevant persons”). The
securities are only available to, and any invitation, offer or agreement to
subscribe, purchase or otherwise acquire such securities will be engaged in only
with, relevant persons. Any person who is not a relevant person should not act
or rely on this document or any of its contents.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression “Prospectus
Regulation” means Regulation 2017/1129 as amended together with any applicable
implementing measures in any Member State.
Investing in securities involves certain risks.
This publication may contain specific forward-looking statements, e.g.
statements including terms like “believe”, “assume”, “expect”, “forecast”,
“project”, “may”, “could”, “might”, “will” or similar expressions. Such forward
-looking statements are subject to known and unknown risks, uncertainties and
other factors which may result in a substantial divergence between the actual
results, financial situation, development or performance of BerGenBio and those
explicitly or implicitly presumed in these statements. Against the background of
these uncertainties, readers should not rely on forward-looking statements.
BerGenBio assumes no responsibility to update forward -looking statements or to
adapt them to future events or developments.
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