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Ultimovacs ASA (OSE: ULTI) (“Ultimovacs” or the “Company”) and Zelluna
Immunotherapy AS (“Zelluna”), a privately held company pioneering the
development of “off the shelf” T- Cell Receptor Natural Killer (TCR-NK) cell
therapies for the treatment of solid cancers, today announces that Ultimovacs
and shareholders of Zelluna representing more than 99% of the total number of
issued and outstanding shares in Zelluna (the “Selling Shareholders”) have
entered into a definitive business combination agreement (the “Business
Combination Agreement”) to combine the two companies in a share exchange
transaction (the “Business Combination”).
In connection with and conditional upon the Business Combination, the Company
has received pre-commitments for a private placement (the “Private Placement”,
and together with the Business Combination, the “Transactions”) raising gross
proceeds of approximately NOK 51.7 million by issuance of new shares in
Ultimovacs (the “Offer Shares”) at a subscription price of NOK 2.60 per Offer
Share.
Certain highlights from the Transactions are included below:
? The proposed Transactions are a result of a shared view that the Business
Combination will bring a powerful convergence of complementary strengths. The
combined company can leverage Ultimovacs’ established clinical team and public
listing status to take Zelluna’s novel and proprietary cell therapy platform and
pipeline to the clinic. In addition, Zelluna’s established platform builders and
business development team can contribute by seeking to unlock the potential of
Ultimovacs’ MultiClick platform.
? The Company is expected to have funding through the second quarter of
2026, taking into account the proceeds from the Private Placement.
? The BCA is subject to, inter alia, approval of the Transactions at the
extraordinary general meeting of Ultimovacs expected to be held on or about 9
January 2025 (the “EGM”), confirmation by Euronext Oslo Børs of the continued
listing of the Company, and the approval by the Norwegian Financial Supervisory
Authority and publication by the Company of a listing prospectus (the
“Prospectus”) related to listing on Euronext Oslo Børs of the and Offer Shares
and Consideration Shares (as defined below) to be issued by the Company to the
Selling Shareholders as consideration in the Business Combination.
? The companies will host a joint presentation on Wednesday 18 December 2024
at 09:00 a.m. CET to present the proposed Transactions.
Following completion of the Business Combination, Ultimovacs will own a minimum
of 99% of the outstanding shares in Zelluna, and is expected to conduct a
compulsory acquisition of any remaining shares in Zelluna in accordance with the
Norwegian Public Limited Liability Companies Act Section 4-25, resulting in
Zelluna becoming a wholly owned subsidiary of the Company.
After completion of the contemplated Transactions, the Company will have a
strong and robust shareholder base with the top 20 shareholders being comprised
of high-quality names together holding approximately 80% of the share in the
Company.
Company name, board of directors, management and existing incentive programs
As a consequence of the Business Combination, the Company and the Selling
Shareholders have agreed that the name of the Company following completion of
the Business Combination shall be Zelluna ASA.
Pending approval of the EGM, the Board of Directors of the Company shall with
effect from completion of the Business Combination be composed as follows:
? Anders Tuv, Chairman of the Board
? Bent Jakobsen, Board member
? Eva-Lotta Allan, Board member
? Hans Ivar Robinson, Board member
? One additional board member to be announced as soon as possible prior to
the EGM
Namir Hassan will be appointed CEO and Hans Vassgård Eid CFO of the Company from
completion of the Business Combination.
Namir Hassan, CEO, Zelluna Immunotherapy AS, commented: "This is an exciting
moment for Zelluna and Ultimovacs. Zelluna is dedicated to pioneering a ground-
breaking, novel and proprietary “off the shelf” cell therapy platform with a
lead program nearing the clinic for the treatment of solid cancers. Ultimovacs,
a publicly listed company, has built clinical execution expertise treating vast
numbers of solid cancer patients. The two companies converge at the perfect
time, combining complementary capabilities to take Zelluna’s world leading cell
therapy platform to solid cancer patients. The combined company will also
harness Zelluna’s established team of platform builders and business development
to contribute in seeking to unlock the potential of Ultimovacs’ MultiClick
platform.
Together, by uniting strengths, and with a public listing and strong shareholder
backing, these companies create a transformative force in the cell therapy
field, poised to cure solid cancers, and take the lead on the global stage."
Jónas Einarsson, Chairman of the Board, Ultimovacs ASA, commented: “Today marks
a pivotal moment for Ultimovacs and Zelluna providing the greatest opportunity
to optimise shareholder value. By combining the established and complementary
expertise of both companies with Zelluna’s groundbreaking therapy platform, we
transform into a company positioned at the forefront of solid cancer treatment
innovation.”
Effective today, Carlos de Sousa will leave his position as CEO of Ultimovacs
ASA. Hans Vassgård Eid is appointed interim CEO of Ultimovacs ASA until
completion of the Business Combination. The Board of Directors of Ultimovacs
would like to thank Carlos for his valuable contributions to Ultimovacs.
The Company intends to establish a new share incentive program for the combined
company after closing of the Transactions, replacing the current respective
incentive programs for the two companies.
Business focus after the Transactions
The combined company’s objectives will be as follows:
? Advance world’s first TCR-NK program targeting MAGE-A4, into first-in-human
clinical studies treating solid cancers
? Develop the TCR-NK pipeline
? Seek to unlock the MultiClick technology potential
? Wrap up the UV1 program
Exchange ratio
The Business Combination is based on an agreed equity valuation of the Company
of NOK 89.5 million and of Zelluna of NOK 384.8 million, prior to injection of
new equity through the Private Placement. The valuation of Ultimovacs
corresponds to a valuation of NOK 2.60 per issued and outstanding share in the
Company.
As part of the Business Combination, the Company will acquire up to 100% of the
shares in Zelluna, and the Company shall issue a minimum of 147,895,791 and up
to 147,991,521 shares (the “Consideration Shares”) to the existing shareholders
of Zelluna, subject to fulfilment of the closing conditions for the Business
Combination as further described below.
Conditions for completion of the Business Combination
The Business Combination is subject to customary terms and conditions,
including, inter alia, the following being satisfied or waived by the parties:
? The EGM of Ultimovacs approving the Transactions
? Certain warranties of the Selling Shareholders and Company being true and
correct in all material respects as of the date hereof and as of the closing
date.
? Confirmation by Euronext Oslo Børs of the combined company’s continued
listing
? Approval by the Norwegian Financial Supervisory Authority and publication
of the Prospectus relating to listing of the Consideration Shares and Offer
Shares
? All required regulatory clearances being in place, which is expected only
to comprise foreign direct investment ownership control in Sweden for
shareholders obtaining an ownership above 10% as a result of the Transactions
? The simultaneous completion of registration of issuance of the Offer Shares
in the Private Placement equal to minimum gross proceeds of NOK 50 million
A notice calling for the EGM to approve the necessary corporate resolutions in
relation to the Transaction is expected to be published on or about 19 December
2024.
The Business Combination Agreement is currently expected to be closed by the end
of February 2025, subject to satisfaction of the above conditions for
completion.
The fully committed Private Placement
The fully committed Private Placement will comprise of the issuance of a minimum
of 19,230,769 Offer Shares at a subscription price of NOK 2.60 per Offer Share,
raising gross proceeds of approx. NOK 51.7 million.
The Private Placement is strongly supported by existing shareholders with the
full amount being secured through irrevocable pre-commitments from Gjelsten
Holding AS, the largest shareholder in Ultimovacs, and several of the largest
owners of Zelluna, including Geveran, Radforsk, Birk Venture, Ro Invest, Helene
Sundt, Norda, MP Pensjon, INVEN2 and an Oxford Consortium comprised of
international private investors with strong knowledge within the Healthcare
Sector.
The completion of the Private Placement by allocation and delivery of the Offer
Shares to investors is subject to all necessary corporate resolutions being
validly made by the Company, including without limitation, inter alia, a
resolution by the EGM to issue new shares in the Private Placement, that the
relevant investor receives full allocation of Offer Shares equal to their
irrevocable pre-commitment and that the share capital increase relating to the
Private Placement shall take place prior to or simultaneously with the share
capital increase relating to the issuance of Consideration Shares.
Subject to completion of the Private Placement, the Company intends to carry out
a subsequent repair offering of up to 3,846,153 new shares at a subscription
price per new share of NOK 2.60, directed towards shareholders of Ultimovacs or
Zelluna as of close of trading on 17 December 2024 who (i) were not allocated
shares in the Private Placement; (ii) were not offered to provide pre-
commitments for the Private Placement; (iii) and are not resident in a
jurisdiction where such offering would be unlawful or would (in jurisdictions
other than Norway) require any prospectus, filing, registration or similar
action. Any such subsequent offering is subject to publication of a prospectus
in accordance with applicable legislation.
Advisors
DNB Markets, part of DNB Bank ASA, acts as financial advisor to the Company in
connection with the Transactions. Schjødt acts as legal advisor to the Company
in connection with the Transactions.
Presentation
A presentation by Ultimovacs and Zelluna will be held as a webcast at 09.00 CET
on 18 December 2024 followed by a Q&A session. To join the webcast please sign
up via https://channel.royalcast.com/landingpage/hegnarmedia/20241218_2/.
The associated slides will be made available on the Company’s website
www.ultimovacs.com (https://www.ultimovacs.com).
Contacts
Hans Vassgård Eid, Interim CEO and CFO, Ultimovacs ASA
Email: hans.eid@ultimovacs.com
Phone: +47 482 48632
About Ultimovacs
Ultimovacs is a clinical-stage biotechnology company developing novel
immunotherapies against cancer. The product candidate UV1 is an off-the-shelf
therapeutic cancer vaccine designed to enhance the benefits of immunotherapy and
improve cancer treatment efficacy for patients. UV1 triggers an immune response
against the shared cancer antigen telomerase, a target present in 85-90% of all
cancer indications across disease stages.
Ultimovacs has been investigating the safety and efficacy of UV1 in a wide-
ranging clinical development program including various cancer indications and
different immunotherapy combinations. The Phase II programs comprised five
randomized clinical trials in melanoma, mesothelioma, head and neck cancer,
ovarian cancer, and non-small cell lung cancer. More than 640 patients in the
U.S., Europe, and Australia have been enrolled in all Phase I and Phase II
trials in the program.
Furthermore, Ultimovacs is developing a novel conjugation technology, named
MultiClick. With the objective of driving value and future pipeline growth, this
flexible conjugation technology has the potential to be broadly applicable to a
variety of therapeutic modalities, such as innovative drug conjugates with
favorable pharmacological properties, and in multiple disease areas.
About Zelluna
Zelluna’s mission is to deliver transformative treatments with the capacity to
cure advanced solid cancers, in a safe and cost-efficient manner, to patients on
a global scale.
The Company aims to do this by combining the most powerful elements of the
immune system through pioneering the development of “off the shelf” T cell
receptor (TCR) guided natural killer (NK) cell therapies (TCR-NK)
The TCR-NK platform offers a unique mechanism of action with broad cancer
detection capability to overcome the diversity of tumors and will be used “off
the shelf” to overcome scaling limitations of current cell therapies
The Company is led by a management team of biotech entrepreneurs with deep
experience in discovery through to clinical development of TCR and cell-based
therapies including marketed products.
Ultimovacs is listed on the Euronext Oslo Stock Exchange (OSE: ULTI).
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to Section 5-12 in the Norwegian Securities Trading Act.
This stock exchange announcement was published by Hans Vassgård Eid, CFO of
Ultimovacs ASA, on 17 December 2024 at 17.45 CET.
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities. The distribution of this
announcement and other information may be restricted by law in certain
jurisdictions. Copies of this announcement are not being made and may not be
distributed or sent into any jurisdiction in which such distribution would be
unlawful or would require registration or other measures. Persons into whose
possession this announcement or such other information should come are required
to inform themselves about and to observe any such restrictions.
Matters discussed in this announcement constitute forward-looking statements.
Forward-looking statements are statements that are not historical facts and may
be identified by words such as “believe”, “expect”, “anticipate”, “strategy”,
“intends”, “estimate”, “will”, “may”, “continue”, “should” 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 Ultimovacs 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.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. Ultimovacs undertakes no obligation to review, update, confirm, or to
release publicly any revisions to any forward-looking statements to reflect
events that occur or circumstances that arise in relation to the content of this
announcement.
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.
Kilde
