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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, 5 August 2025: Reference is made to the stock exchange announcement
published by BerGenBio ASA (the “Company”) on 30 June 2025 regarding key
information relating to the contemplated fully underwritten rights issue in the
Company raising gross proceeds of NOK 130 million (the “Rights Issue”). Updated
key information relating to the Rights Issue is set out below.
Date on which the terms and conditions of the preferential rights issue were
announced: 30 June 2025.
Last day including rights: 1 October 2025.
Ex-date: 2 October 2025.
Record Date: 3 October 2025 (assuming normal T+2 settlement).
Date of approval: 4 August 2025.
Maximum number of new shares: To be announced when the subscription price has
been determined.
Subscription price: The subscription price in the Rights Issue will be set
following close of trading on Euronext Oslo Børs on the 9th trading date after
completion of the Merger (as defined below) (the “Pricing Date”) and be equal to
the theoretical share price exclusive of the subscription rights (TERP),
calculated on the basis of the volume weighted average price (VWAP) quoted for
the shares in the Company the last three trading days leading up to and
including the Pricing Date, less a discount of approx. 35%, however such that
the subscription price shall not be lower than the minimum nominal value that
can be set if a share capital reduction shall be implemented without a creditor
notification.
Ratio preferential rights: To be announced when the maximum number of new shares
in the Rights Issue has been determined.
Subscription ratio: 1:1 (number of new shares in the combined company following
the Merger per subscription right).
Global Coordinators: DNB Carnegie, a part of DNB Bank ASA and ABG Sundal Collier
ASA (the “Managers”).
Will the rights be listed: Yes, the combined company will apply for listing of
the subscription rights on the Euronext Oslo Børs.
ISIN for the preferential rights: To be announced when clarified.
Other information: Reference is made to the stock exchange announcements
published by the Company on 30 June 2025 for further information regarding the
Rights Issue and the statutory triangular merger between the Company, BerGenBio
Norge AS and Oncoinvent ASA (the “Merger”). The Rights Issue is subject to,
inter alia, (i) the continued listing of the combined company on Euronext Oslo
Børs, (ii) completion of the Merger and (iii) publication of a prospectus for
offering and listing of the new shares as approved by the Norwegian Financial
Supervisory Authority, expected to take place on 18 September 2025.
For further information, please contact:
Olav Hellebø, CEO, BerGenBio ASA
ir@bergenbio.com
Rune Skeie, CFO, BerGenBio ASA
rune.skeie@bergenbio.com
Jan Lilleby, Investor Relations / Media Relations
jl@lillebyfrisch.no
This information is subject to the disclosure requirements pursuant to Section 5
-12 of the Norwegian Securities Trading Act.
IMPORTANT INFORMATION
This announcement does not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities of the Company or Oncoinvent in
the United States or any other jurisdiction. 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 securities of the Company and
Oncoinvent may not be offered or sold in the United States absent registration
or an exemption from registration under the U.S. Securities Act of 1933, as
amended (the “U.S. Securities Act”).
The securities of the Company and Oncoinvent have not been, and will not be,
registered under the U.S. Securities Act. Any sale in the United States of the
securities mentioned in this communication will be made solely to “qualified
institutional buyers” as defined in Rule 144A under the U.S. Securities Act. No
public offering of the securities will be made in the United States.
Any offering of the securities referred to in this announcement will be made by
means of the Prospectus. This announcement is an advertisement and is not a
prospectus for the purposes of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 on prospectuses to be published
when securities are offered to the public or admitted to trading on a regulated
market, and repealing Directive 2003/71/EC (as amended) as implemented in any
EEA Member State (the “Prospectus Regulation”). Investors should not subscribe
for any securities referred to in this announcement except on the basis of
information contained in the Prospectus. Copies of the Prospectus will,
following publication, be available from the Company’s registered office and,
subject to certain exceptions, on the website of the Managers.
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.
In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) (the “Order”) or (ii) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as “Relevant Persons”). These materials are directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement relates is
available only to Relevant Persons and will be engaged in only with Relevant
Persons. Persons distributing this communication must satisfy themselves that it
is lawful to do so.
This document is not for publication or distribution in, directly or indirectly,
Australia, Canada, Japan, the United States or any other jurisdiction in which
such release, publication or distribution would be unlawful, 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 or to publications with a general circulation in the
United States of America.
The Managers are acting for the merged Company in connection with the Rights
Issue and no one else and will not be responsible to anyone other than the
merged Company for providing the protections afforded to their respective
clients or for providing advice in relation to the Rights Issue or any
transaction or arrangement referred to in this announcement.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as “anticipate”, “believe”,
“continue”, “estimate”, “expect”, “intends”, “may”, “should”, “will” and similar
expressions. The forward-looking statements in this release are based upon
various assumptions, many of which are based, in turn, upon further assumptions.
Although the Company and Oncoinvent believes that these assumptions were
reasonable when made, these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies and other important
factors which are difficult or impossible to predict and are beyond its control.
Such risks, uncertainties, contingencies and other important factors could cause
actual events to differ materially from the expectations expressed or implied in
this release by such forward-looking statements. The information, opinions and
forward-looking statements contained in this announcement speak only as at its
date and are subject to change without notice. This announcement is made by and
is the responsibility of, the Company. Neither the Managers nor any of their
affiliates makes any representation as to the accuracy or completeness of this
announcement and none of them accepts any responsibility for the contents of
this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company or Oncoinvent. No
reliance may be placed for any purpose on the information contained in this
announcement or its accuracy, fairness or completeness. Neither the Managers nor
any of their respective affiliates accepts any liability arising from the use of
this announcement.
Kilde
