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.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Bergen, 28 October 2025: Reference is made to the stock exchange announcement
published by BerGenBio ASA (the "Company") on 4 August 2025 regarding the
resolution by the extraordinary general meeting of the Company to approve the
statutory triangular merger with Oncoinvent ASA (ticker: ONCOI) (the "Merger"),
and the contemplated fully underwritten rights issue in the combined company to
raise gross proceeds of NOK 130 million (the "Rights Issue").
The Financial Supervisory Authority of Norway (Nw. Finanstilsynet) has today, on
28 October 2025, approved a prospectus prepared by the Company in connection
with the Merger and the Rights Issue (the "Prospectus") for (i) the listing on
the Oslo Stock Exchange of 117,554,012 new shares issued as consideration in the
Merger (the "Merger Shares"), (ii) the offer and listing on the Oslo Stock
Exchange of a minimum of 43,333,333 and a maximum of 764,346,190 offer shares in
the Rights Issue (the "Offer Shares") and (iii) the listing on the Oslo Stock
Exchange of a minimum of 5,199,995 and a maximum of 91,721,532 new shares to be
issued in connection with the settlement of the underwriting fee to the
underwriters in the Rights Issue (the "Underwriting Commission Shares"). The
Prospectus is prepared in accordance with the EU Prospectus Regulation
(Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 and ancillary regulations, as implemented under Norwegian law).
Subject to the completion of the Merger, the Merger Shares will be distributed
on a pro rata basis to the shareholders of Oncoinvent ASA ("Oncoinvent") as of
29 October 2025. Trading in the Merger Shares on the Oslo Stock Exchange is
expected to commence on or about 30 October 2025. No assurance can currently be
given that the listing of the Merger Shares will take place in time or at all.
Subject to the completion of the Merger, the subscription period for the Rights
Issue in the combined company is expected to commence on 17 November 2025 at
09:00 hours (CET) and expire on 1 December 2025 at 16:30 (CET). The subscription
rights in the Rights Issue will be tradable on the Oslo Stock Exchange under the
ticker code "ONCIT" from 17 November 2025 at 09:00 hours (CET) until 25 November
2025 at 16:30 hours (CET).
Subject to applicable local securities law, the Prospectus, including the
subscription form for the Rights Issue, will be made available at
https://www.abgsc.com/transactions and https://www.dnb.no/emisjoner.
ABG Sundal Collier ASA and DNB Carnegie, a part of DNB Bank ASA, are acting as
managers for the Rights Issue (the "Managers").
For further queries, please contact:
Rune Skeie, Chief Financial Officer, BerGenBio ASA
Email: rune.skeie@bergenbio.com
Øystein Soug, Chief Executive Officer, Oncoinvent ASA
Email: soug@oncoinvent.com
This information is subject to the disclosure requirements pursuant to Euronext
Oslo Rulebook II for companies listed on Euronext Oslo Børs and 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.