Nordic Nanovector and APIM Therapeutics Announce Merger Agreement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR IN ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

• Merger to create a clinical-stage biotechnology company focused on advancing a portfolio of oncology programmes including a Phase 1b/2a clinical study in platinum-sensitive ovarian cancer and a Phase 2 clinical study in sarcoma
• Combined company is expected to have funding into 2024
• Companies will host a joint webcast on 10 November 2022 at 10:00 a.m. CET. The associated slides can be found at www.nordicnanovector.com
• Completion of combination expected in Q4 2022, subject to certain terms and conditions

Oslo and Trondheim, Norway, 9 November 2022

Nordic Nanovector ASA (OSE: NANOV) ("Nordic Nanovector" or the "Company") and all shareholders of APIM Therapeutics ("APIM"), a privately held, clinical-stage cancer-focused biotechnology company, today announce that they have entered into a definitive merger agreement to combine the companies in an all-stock transaction (the "Agreement"). Subject to completion of the Agreement, Nordic Nanovector will purchase shares in APIM, and become the parent entity of APIM (the "Transaction").

The Agreement follows the review that Nordic Nanovector conducted, in conjunction with Carnegie Investment Bank, to optimise shareholder value following its decision to discontinue the PARADIGME study for Nordic Nanovector's lead asset Betalutin®.

About APIM Therapeutics

APIM Therapeutics, founded in 2010 in Trondheim, Norway, is a privately held, clinical stage Norwegian biotechnology company developing first-in-class molecules in oncology acting on a novel therapeutic intervention point with potential broad application across a wide range of cancers.

APIM’s lead drug candidate ATX-101 is a first-in-class peptide targeting PCNA (Proliferating Cell Nuclear Antigen), a master regulator of cellular responses to stress and in tumour cell evasion from therapy. In preclinical experiments, ATX-101 has shown single agent activity in certain cancers and combinatorial activity with more than 25 different anti-cancer drugs in different tumour indications. A completed Phase 1 study in patients with advanced solid tumours has delivered encouraging clinical data and shown that ATX-101 has a highly favourable safety profile.

ATX-101 is currently being evaluated in platinum-sensitive ovarian cancer (Phase 1b/2a) and sarcoma (Phase 2) patients. Two pilot clinical studies, evaluating ATX-101 in platinum-resistant ovarian cancer and glioblastoma are expected to start in the second half of 2023.

APIM brings a highly competent and experienced management team, supported by leading international key opinion leaders. To-date, APIM has raised approximately NOK 210 million in equity and from other sources of funding. It is backed by leading investors in Norway, including Sarsia Seed, Norsk Innovasjonskapital III, Trond Mohn Stiftelse, Investinor and Birk Ventures.

Jan H. Egberts, Chairman of Nordic Nanovector, commented: “I am very pleased to be able to announce our joining forces with APIM Therapeutics. This transaction, which is backed by the Boards of both companies, is the result of an extensive review that explored a range of strategic options for Nordic Nanovector. We believe that this transaction presents an exciting opportunity for our shareholders. We bring in ATX-101, a novel anti-cancer peptide currently in Phase 2, which has significant potential for the treatment of multiple tumour types and has already shown a highly favourable safety profile. In addition, the combined company will have broad expertise in the discovery and development of novel cancer therapies plus a robust discovery technology platform for generating multiple new drug candidates in the future. I am confident that the merger of the two companies is the start of a new and exciting phase for Nordic Nanovector.”

Erlend Skagseth, Chairman of APIM Therapeutics, commented: “Merging with Nordic Nanovector is a significant milestone in our ambition to become a major player in transforming the treatment of cancer. We have already made significant progress with ATX-101, our lead oncology drug candidate, and we are looking forward to announcing results from the two ongoing clinical studies. The potential of ATX-101 is very significant given its unique mechanism of action. We have generated exciting non-clinical and clinical data supporting its current clinical development in indications with high unmet need, as well as its overall potential to treat a plethora of additional cancer indications. This merger will not only allow us to get access to public equity markets to support our growing ambitions but also to create a strong pipeline and combine the expertise of the two companies in oncology.”

The Transaction and the Combined Entity

Nordic Nanovector has entered into the Agreement with Sarsia Seed AS, Trond Mohn Stiftelsen, Norsk Innovasjonskapital III AS and Investinor Direkte AS together with the remaining shareholders of APIM collectively holding 100% of the shares in APIM on a fully diluted basis. Following and subject to completion of the Transaction, Nordic Nanovector will own all issued and outstanding shares in APIM on a fully diluted basis.

The Transaction is structured as an acquisition of shares in APIM by Nordic Nanovector, with an equity valuation of APIM at NOK 439 million plus any net cash raised prior to completion of the Transaction. Through the exercise of existing warrants held by current APIM shareholders, a minimum of NOK 55 million is contemplated to be raised prior to completion of the Transaction. This will provide additional liquidity for the combined company.

Assuming Nordic Nanovector acquires 100% of the shares in APIM and NOK 55 million of warrants are exercised and subject to no other changes in the share capital of APIM, a total of 372,126,641 new shares in Nordic Nanovector will be issued as consideration shares (the "Consideration Shares") to APIM shareholders corresponding to a price per Nordic Nanovector share of NOK 1.32769 and a market cap of NOK 154.1 million. The price of the Consideration Shares has been fixed based on a 10-days' volume weighted average of the traded share prices on Oslo Børs in the period prior to and including 28 October 2022.

Upon completion of the Transaction, Nordic Nanovector will acquire 100% of the shares in APIM (assuming NOK 55 million of warrants are exercised) and subject to no other changes in the share capital of APIM (i) the former shareholders of APIM Therapeutics will own approximately 76% of the post-Transaction combined entity (the "Combined Entity"), and (ii) Nordic Nanovector’s current shareholders will own approximately 24%.

The Combined Entity will seek to retain the public listing on Oslo Børs and is expected to be renamed in due course. 

The key shareholders of APIM will enter into customary lock-up agreements for the Consideration Shares, in favour of the Combined Entity, for a period of 12 months following completion of the Transaction.

The Combined Entity is expected to focus on:

• Advancing APIM’s pipeline of oncology programmes, including multiple clinical studies for its lead candidate ATX-101
• Evaluating the most optimal way to generate value from Nordic Nanovector’s portfolio of novel, preclinical- and clinical-stage CD37-targeting immunotherapy programmes, and
• Exploiting APIM’s novel therapeutic intervention strategy aiming to develop and validate additional combinatorial drug treatments across multiple tumour types

Management and Board – Significant experience in cancer drug discovery and development

Upon completion of the Transaction, Jan H. Egberts, currently Chairman of Nordic Nanovector is expected to become Chairman of the Board of Directors. In addition, the Board of Directors are expected to consist of Malene Brondberg, (current interim CEO and CFO of Nordic Nanovector), Erlend Skagseth, member (current Chairman of APIM), Gökhan Batur, member (current board member of APIM) and one additional board member to be appointed by the top four largest shareholders in APIM Therapeutics. The Chair of the Nomination Committee in Nordic Nanovector has been informed of the Agreement and it is expected that the committee will assess the composition of the Board of Directors in relation to the next annual general meeting in the Combined Entity.

Kostas Alevizopoulos is contemplated to take the role as CEO of the Combined Entity, replacing Malene Brondberg, interim CEO and CFO of Nordic Nanovector, who will join the Board of Directors of the Combined Entity.

Nordic Nanovector’s experienced R&D team, led by Jostein Dahle, will also join the Combined Entity following completion of the Transaction.

Conditions for the completion of the Transaction

The Transaction is subject to customary terms and conditions, including inter alia the following being satisfied or waived by the parties:

• The general meeting of Nordic Nanovector approving the Transaction.
• The Combined Entity's continued listing on Oslo Børs
• A share capital increase by exercise of existing warrants issued by APIM raising a minimum of NOK 55 million shall have been completed
• Nordic Nanovector having published an exemption document allowing listing of the consideration shares on Oslo Børs

It is expected that an extraordinary general meeting in Nordic Nanovector will be held on or about 1 December 2022. Completion of the Transaction is expected in Q4 2022.

Update on Nordic Nanovector restructuring

Following the decision to discontinue PARADIGME announced on 5 July 2022, the Nordic Nanovector Board decided to implement a restructuring of the Company. The restructuring is now complete and as a result there are eight full-time employees remaining in Nordic Nanovector. All outstanding larger contract agreements have been terminated and will be closed in accordance with good compliance practices.

The PARADIGME trial is currently being wound down and this is expected to be concluded by the end of Q1 2023. The study results will be published in the required public access databases thereafter.

Nordic Nanovector’s stand-alone cash position at the end of 2022 is expected to be in the region of NOK 95 million. Further commitments in relation to the closure of PARADIGME extending into 2023 are expected to be in the region of NOK 25 million. As a result, the uncommitted net cash level at Nordic Nanovector is expected to be approximately NOK 70 million excluding any costs associated with the announced Transaction. In light of the announced transaction, Nordic Nanovector will not report on Q3 2022 results.

The Combined Entity's cash position, based on current estimates at signing of the Agreement, is expected to support its operation into 2024.

Advisers

Carnegie Investment Bank is acting as financial advisor to Nordic Nanovector. Advokatfirmaet Selmer AS is acting as legal advisor to Nordic Nanovector and KPMG AS assisted Nordic Nanovector with financial due diligence and fairness opinion. Advokatfirmaet Schjødt AS is acting as legal advisor to APIM.

Webcast

Nordic Nanovector and APIM Therapeutics will host a joint webcast at 10:00 CET on 10 November followed by a Q&A session. To join the webcast please sign up via Nordic Nanovector’s website www.nordicnanovector.com. The associated slides can be found at www.nordicnanovector.com

Contacts

Nordic Nanovector

Jan H. Egberts, Chairman of Nordic Nanovector
+31 614672518
janegberts@aol.com

Frazer Hall / Mark Swallow (MEDiSTRAVA Consulting)
+44 203 928 6900
nordicnanovector@medistrava.com

APIM Therapeutics

Kostas Alevizopoulos, Chief Executive Officer
+41 78 752 7002
kalevizo@apimtherapeutics.com

About Nordic Nanovector:

Nordic Nanovector is committed to develop and deliver innovative therapies to patients to address major unmet medical needs and advance cancer care. The Company’s pipeline includes:

• Betalutin® and Humalutin®, both CD37-targeting radioimmunotherapies incorporating the beta emitter lutetium-177 to treat non-Hodgkin's lymphoma (NHL);
• Alpha37, a CD37-targeting radioimmunotherapy candidate incorporating the alpha-emitting radionuclide lead-212, currently being explored with partner Oranomed for chronic lymphocytic leukaemia;
• Multiple fully humanized anti-CD37 antibodies with potential in haematological cancers and autoimmune diseases; and
• A CD37 DOTA CAR-T cell opportunity in haematological cancers, which is being advanced via a research collaboration with the University of Pennsylvania.

Further information can be found at www.nordicnanovector.com.

Important information

This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act. The stock exchange announcement was published by Malene Brondberg, interim CEO and CFO of Nordic Nanovector ASA, at the time and date stated above in this announcement.

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 Nordic Nanovector 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. Nordic Nanovector 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.

Tags: