Nordic Nanovector comment on Proposed Merger with APIM Therapeutics
Oslo, Norway, 21 November 2022
Nordic Nanovector ASA (OSE: NANOV) ("Nordic Nanovector" or the "Company") desires to share more information with the Company’s shareholders about the proposed merger between the Company and APIM Therapeutics (“APIM”). The Company has scheduled a webcast, including a question and answers session, on Thursday, November 24 at 4.30 CET. Practical details regarding the webcast will be issued in a separate notice. Any questions may be submitted to ir@nordicnanovector.com.
The Board of Nordic Nanovector and its advisors reiterates its belief that the merger with APIM is in the best interests of all shareholders. The transaction creates a viable path to future value generation. The largest shareholders in Nordic Nanovector were made insiders and informed about the contemplated transaction ahead of the announcement in accordance with market practice.
The strategic review to explore the Company’s options has concluded that a stand-alone strategy is not a viable option. Through the review, Carnegie Investment Bank (“Carnegie”) and the Company have held discussions with over 25 Nordic and international companies. Detailed discussions took place with several players in the health care sector, including companies with Phase 2 assets, with valuations representing higher dilution for Nordic Nanovector shareholders. These discussions were conducted with big pharma and other biotech companies, both listed and privately held. Opportunities for a transaction outside the health care sector, with companies particularly interested in listing on Oslo Børs main market and in the Company’s balance sheet assets, were also investigated.
However, these did not result in terms that were competitive or that recognised an appropriate valuation of the Company.
The proposed recommended merger with APIM brings access to a highly attractive Phase 2 oncology asset in ATX-101, a very experienced CEO and CMO, plus a strong investor base that understands the biotech industry and oncology drug development and will continue to support the new merged company through the next phase of its development. As part of the merger process, APIM and the R&D team at Nordic Nanovector, will evaluate the pipeline of both companies to determine the product development plan of the combined entity. This plan, including anticipated future milestones, will be presented to shareholders in the near future.
The Board urges the shareholders to make their own assessment for their investment decision and participation at the upcoming general meeting, either by proxy, advance voting or personal attendance. Despite the unfortunate circumstances of the Company following the closing of the PARADIGME trial, the Board of director's opinion is that the proposed transaction is in the best interest of the Company and its shareholders.
Background to the Proposed Merger
The merger, which is backed by the Boards of both companies, is the result of an extensive review that explored a range of strategic options for the Company. The Company believes that this transaction, in this very difficult market environment where many biotech companies are running low on cash, represents an exciting opportunity for all shareholders given the significant and broad potential of ATX-101, a novel anti-cancer peptide currently in Phase 2 trials. In addition, the combined company will have the discovery and development expertise to potentially generate multiple future new drug candidates from its technology platforms.
Nordic Nanovector’s Board has carried out a robust review of its strategic options over the past months in conjunction with Carnegie. Following this review, the Board concluded that a stand-alone strategy was not a viable option given that Nordic Nanovector’s pipeline was centred on preclinical drug candidates that would require significant additional financial resources to advance and create shareholder value. Hence, the Company’s Board believes that the proposed merger with APIM Therapeutics is in the best interests of the Company and all its shareholders. This belief is based on the attractive prospects for the combined company, which is well placed to generate shareholder value.
In addition, the new combined company will also have the support of a group of knowledgeable life science investors including Sarsia Seed AS, Trond Mohn Stiftelsen, Norsk Innovasjonskapital III AS and Investinor Direkte AS.
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 a fairness opinion of the exchange ratio.
Advokatfirmaet Schjødt AS is acting as legal advisor to APIM.
Contacts
Jan H. Egberts, Chairman of Nordic Nanovector
+31 614672518
janegberts@aol.com
Malene Brondberg, Interim CEO and CFO of Nordic Nanovector
+ 44 7561 431 762
ir@nordicnanovector.com
Frazer Hall / Mark Swallow (MEDiSTRAVA Consulting)
+44 203 928 6900
nordicnanovector@medistrava.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 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.
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