06/14/2019 | Press release | Distributed by Public on 06/14/2019 05:50
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES, OR 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 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 THE PRESS RELEASE Bergen, 13 June 2019: Reference is made to the stock exchange announcement by BerGenBio ASA (OSE:BGBIO) ('BerGenBio' or the 'Company') on 13 June 2019 regarding a contemplated private placement of new shares in the Company (the 'Private Placement'). The Company is pleased to announce that the Private Placement has been successfully completed, raising gross proceeds of NOK 74,184,444 through the allocation of 5,495,144 new shares (the 'New Shares') at a subscription price of NOK 13.50 per share. The Private Placement, that was substantially over subscribed, took place through an accelerated book building process after close of market on 13 June 2019. Arctic Securities AS and Carnegie AS acted as Joint Bookrunners and H.C. Wainwright & Co., LLC acted as Financial Advisor (together the 'Managers') in connection with the Private Placement. The Private Placement attracted strong interest from existing shareholders and new institutional investors. The Company intends to use the net proceeds from the Private Placement to advance the Company's clinical programs, with its lead candidate bemcentinib in Acute Myeloid Leukaemia and lung cancer, as well as for general corporate purposes. The Private Placement and the issuance of the New Shares was resolved by the Company's board of directors at a board meeting held on 13 June 2019, based on the authorization granted to the board of directors at the Company's annual general meeting held on 13 March 2019. Completion of the Private Placement implies a deviation from the existing shareholders' pre-emptive rights to subscribe for and be allocated new shares. The board of directors of the Company has carefully considered such deviation and has resolved that the Private Placement is in the best interests of the Company and its shareholders. In reaching this conclusion the board of directors has inter alia considered the implications of an underwritten rights issue given the volatility and negative development in the Company's share price, alternative financing sources, the dilutive effect of the share issue, the Company´s need for additional liquidity and that the subscription price in the Private Placement was set with a premium of 2.12% to last closing price on 13 June 2019 on Oslo Stock Exchange. Existing shareholders subscribing in the transaction have been allocated at least their pro-rata share of the transaction, to the extent subscribed. Notification of allocation of the New Shares and payment instructions is expected to be sent to the applicants through a notification from the Managers on 14 June 2019. Settlement of the New Shares towards investors will be made on a delivery versus payment basis on 18 June 2019 (T+2 settlement), by delivery of existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange, pursuant to a share lending agreement between the Managers, the Company and Meteva AS. The shares delivered to the subscribers will thus be tradable from allocation. The Managers will settle the share loan with Offer Shares upon issuance of these. Following registration of the new share capital in the Company with the Norwegian Register of Business Enterprises, which is expected to take place on or about 20 June 2019, the Company will have an issued share capital of NOK 6,044,659 divided into 60,446,590 shares, each with a par value of NOK 0.10. The following primary insiders have been allocated New Shares in the Private Placement at a subscription price of NOK 13.50 per New Share (with new holding of shares in the Company in brackets): Meteva AS 1,496,250 (16,458,750) Altitude Capital AS (Grunde Eriksen) 65,000 (715,000) Svev AS (Sveinung Hole) 44,000 (104,444) Stener Kvinnsland 44,000 (104,444) Gnist Holding AS (Richard Godfrey) 7,407 (167,815) Sveinung Hole, Chairman of BerGenBio ASA, commented, 'BerGenBio continues to deliver promising data from its clinical development programme which we believe has the potential to provide much needed additional treatment options for cancer patients in the future. The Company has a clear strategy to progress its lead asset, bemcentinib, in Acute Myeloid Leukaemia (AML) and Lung Cancer and management remains focused on meeting its operational, regulatory and strategic goals. We are grateful to existing shareholders for their continued support and welcome a few new international specialist investors to our Company. We look forward to providing further reports of progress in the coming months.' For further information, please contact: Richard Godfrey, CEO +47 917 86 304 Rune Skeie, CFO [email protected] +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 (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 Forward looking statements This announcement may contain forward-looking statements, which as such are not historical facts, but are based upon various assumptions, many of which are based, in turn, upon further assumptions. These assumptions are inherently subject to significant known and unknown risks, uncertainties and other important factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this announcement by such forward-looking statements. This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act. - IMPORTANT INFORMATION - 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. Any offer of securities to the public that may be deemed to be made pursuant to this communication in any member state of the European Economic Area (each an 'EEA Member State') that has implemented Directive 2003/71/EC (together with the 2010 PD Amending Directive 2010/73/EU, including any applicable implementing measures in any Member State, the 'Prospectus Directive') is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive. This announcement is not a prospectus within the meaning of the Prospectus Directive, as implemented in each member State of the European Economic Area. With respect to the EEA Member States, no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any Member State. As a result, the securities of the Company may not and will not be offered in any Member State except in accordance with the exemptions set forth in Article 3 of the Prospectus Directive. 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.