BerGenBio ASA announces successful NOK 187.5 million (USD 24 million) private placement of new shares
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Bergen, Norway, 13 April 2018 – BerGenBio ASA (OSE: BGBIO) ("BerGenBio" or the "Company") a clinical-stage biopharmaceutical company developing novel, selective AXL kinase inhibitors as a potential cornerstone of combination cancer therapy in NSCLC, AML/MDS, TNBC and melanoma, announces today that it has raised NOK 187.5 million (USD24m) in gross proceeds through a private placement of 4,629,246 new shares (the "Private Placement").
The Private Placement was priced after close of trading on Oslo Stock Exchange yesterday at a subscription price of NOK 40.50 per share. The price was determined through an oversubscribed book-building process primarily directed towards sophisticated institutional investors in the United States specialising in the biotechnology sector.
On 9 March 2018, at an extraordinary general meeting of BerGenBio ASA, shareholders granted the Company's board of directors (the "Board") an authorisation to increase the share capital. The purpose of the authorisation was to permit the issue of new shares in the Company to strengthen the Company´s equity and to increase the liquidity and/or to broaden the Company's shareholder base with domestic and international investors that may include healthcare specialist investors. At a board meeting held on 13 April 2018 the Board, based on the above-mentioned authorisation, resolved to increase the share capital of the Company as part of the Private Placement.
Guggenheim Securities and Arctic Securities acted as joint-lead placement agents and bookrunners (the "Placement Agents") in connection with the Private Placement. Advokatfirmaet Thommessen and Baker McKenzie LLP acted as counsels to the Company and Advokatfirmaet Selmer and White & Case LLP acted as counsels to the Placement Agents.
BerGenBio intends to use the net proceeds of the Private Placement to fund the ongoing clinical development of pipeline candidates, strengthen working capital and general corporate purposes.
Completion of the Private Placement is expected to take place on 17 April 2018, subject to the condition that the placement agent agreement between the Company and the Placement Agents is not terminated. After registration of the new share capital, the total share capital will be NOK 5,471,144.60 divided into 54,711,446 shares, each with a nominal value of NOK 0.10.
The Board has assessed the Private Placement in light of the equal treatment requirement, balanced the considerations that speak for and against carrying out the Private Placement and concluded that the waiver of the preferential rights inherent in a private placement was considered necessary in the interest of time and successful completion in the common interest of the Company and its shareholders, as well as being in accordance with the stated purpose of the authorisation from the extraordinary general meeting to the Board to increase the share capital.
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This information is subject to disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
For further information:
CEO, BerGenBio ASA
+47 917 86 304
Rune Skeie, CFO, BerGenBio ASA
+47 917 86 513
Media Relations in Norway
Jan Petter Stiff, Crux Advisors
+47 995 13 891
International Media Relations
David Dible, Mark Swallow, Marine Perrier
Citigate Dewe Rogerson
+44 207 638 9571
About BerGenBio ASA:
BerGenBio ASA is a clinical-stage biopharmaceutical company focused on developing a pipeline of first-in-class AXL kinase inhibitors as a potential cornerstone of combination cancer therapy. The Company is a world leader in understanding the essential role of AXL kinase in mediating cancer spread, immune evasion and drug resistance in multiple aggressive solid and haematological cancers.
BerGenBio's lead product candidate, bemcentinib (BGB324), is a selective, potent and orally bio-available small molecule AXL inhibitor in four Company sponsored Phase II clinical trials in major cancer indications, with read-outs anticipated during 2018. It is the only selective AXL inhibitor in clinical development.
The Company sponsored clinical trials are:
- Bemcentinib with TARCEVA® (erlotinib) in advanced EGFR mutation driven non-small cell lung cancer (NSCLC)
- Bemcentinib with KEYTRUDA in advanced adenocarcinoma of the lung, and
- Bemcentinib with KEYTRUDA in triple-negative breast cancer (TNBC).
- Bemcentinib as a single agent and combination therapy in acute myeloid leukaemia (AML) / myeloid dysplastic syndrome (MDS)
The clinical trials combining bemcentinib with KEYTRUDA in adenocarcinoma of the lung and TNBC are conducted in collaboration with Merck & Co., Inc., Kenilworth,NJ, USA, through a subsidiary.
In addition, a number of investigator-sponsored trials are underway, including a trial to investigate bemcentinib with either MEKINIST® (trametinib) plus TAFINLAR® (dabrafenib) or KEYTRUDA in advanced melanoma, as well as a trial combining bemcentinib with docetaxel in advanced NSCLC.
BerGenBio is simultaneously developing a companion diagnostic test to identify patient subpopulations most likely to benefit from treatment with bemcentinib. This will facilitate more efficient registration trials and support a precision medicine based commercialisation strategy.
The Company is also developing a diversified pre-clinical pipeline of drug candidates, including BGB149, an anti-AXL monoclonal antibody.
For further information, please visit: www.bergenbio.com
KEYTRUDA® is a registered trademark of Merck Sharp & Dohme Corp., a subsidiary of Merck & Co., Inc., Kenilworth, NJ, USA, TARCEVA® is a registered trademark of OSI Pharmaceuticals, LLC., marketed by Roche-Genentech. TAFLINAR® is a registered trademark of Novartis International AG and MEKINIST® is a registered trademark of GSK plc.
- 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.