BerGenBio ASA - Successful completion of initial public offering
Bergen, Norway, 6 April 2017: BerGenBio ASA ("BerGenBio", the "Company", ticker BGBIO) announces the successful completion of its initial public offering (the "Offering" or the "IPO"). The first day of trading in the Company's shares on the Oslo Stock Exchange will be Friday 7 April 2017..
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.
The Offering in summary:
- The shares in the Offering are priced at NOK 25 per Share. The price implies a market capitalisation of BerGenBio after the Offering of NOK 1,244 million.
- BerGenBio will issue 16,000,000 new shares in connection with the Offering (the "New Shares") raising gross proceeds of NOK 400 million. There will be 49,742,200 shares outstanding in the Company following the issuance of the New Shares.
- The net proceeds and existing cash resources are anticipated to fund the Company into 2019, during which the following activities will be financed:
- Completion of four Phase II clinical trials of BGB324, a highly selective, orally bioavailable small molecule Axl inhibitor
- Completion of a Phase I clinical trial of BGB149, an anti-Axl antibody
- Completion of the development of an Axl companion diagnostic
- Continued research & development to advance the pre-clinical pipeline
- General corporate activities.
- The Joint Global Coordinators (as defined below) have over-allotted an additional 1,000,000 Offer Shares (the "Additional Shares") and exercised their option to borrow an equal number of Shares from certain existing shareholders for the purposes of covering such over-allotments.
- Trading of the shares in BerGenBio on the Oslo Stock Exchange will commence on Friday 7 April 2017.
A total of 17,000,000 shares (including over-allotted shares) were allocated in the Offering, representing 34% of the shares in issue after the Offering. Upon completion of the Offering the Company will have in excess of 2,000 shareholders.
Richard Godfrey, CEO of BerGenBio, said:
"We are delighted with the positive support BerGenBio has received from investors in Norway and internationally. This new funding will enable the Company to develop first in class medicines to treat aggressive cancers that have become immune-evasive, drug-resistant and metastatic.
We believe we have an exciting and valuable opportunity with our lead product, BGB324, which is specifically designed to inhibit Axl signalling, a key mediator of these aggressive traits in most cancers. The IPO proceeds will support our plans to take BGB324 through multiple Phase II clinical trials during the next 18 months, which we believe will deliver further compelling efficacy data for this novel medicine. In addition, we intend to advance our biomarker program as we look to develop a companion diagnostic that can identify the cancer patients who are most likely to benefit from BGB324 treatment. Our improved financial resources will also allow us to advance BGB149, an anti-Axl antibody through Phase I, and to progress our discovery programs which will further strengthen our position as a leader in developing novel medicines for aggressive cancers."
Notifications of allocated shares and the corresponding amount to be paid by investors are expected to be communicated to investors on or about 6 April 2017. Investors having access to investor services through their VPS account manager will be able to check the number of shares allocated to them from about 09:00 hours (CET) on 6 April 2017. The Joint Global Coordinators may also be contacted for information regarding allocations.
The Joint Global Coordinators have been granted an over-allotment option by certain existing shareholders in the Company, exercisable by ABG Sundal Collier ASA as stabilisation manager within 30 days from the first day of trading to cover over-allotments in connection with the Offering. A separate disclosure will be issued by the stabilisation manager regarding the over-allotment and stabilisation activities.
ABG Sundal Collier ASA, Arctic Securities and DNB Markets (a branch of DNB Bank ASA) are acting as Joint Global Coordinators and Joint Bookrunners in the IPO. Nordnet Bank NUF is acting as Placing Agent in the retail offering on behalf of the Joint Global Coordinators.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in any jurisdiction where such offer or sale would be unlawful and the announcement and the information contained herein are not for distribution or release, directly or indirectly, in or into such jurisdictions.
These materials may not be published, distributed or transmitted in the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People’s Republic of China, South Africa or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the "Shares") of BerGenBio in the United States, Norway or any other jurisdiction. The Shares of the Company 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 "Securities Act"). The Shares of the Company have not been, and will not be, registered under the 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 Securities Act.
European Economic Area
Any offering of securities will be made by means of a prospectus to be published that may be obtained from the Company or selling security holder and that will contain detailed information about the Company and its management, as well as financial statements.
These materials are an advertisement and not a prospectus for the purposes of Directive 2003/71/EC, as amended (together with any applicable implementing measures in any Member State, the "Prospectus Directive"). Investors should not subscribe for any securities referred to in these materials except on the basis of information contained in the Prospectus.
In any EEA Member State other than Norway and Sweden (from the time the prospectus has been approved by the Financial Supervisory Authority of Norway, in its capacity as the competent authority in Norway, and passported to Sweden and published in accordance with the Prospectus Directive) that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at "qualified investors" in that Member State within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"), i.e., only to investors to whom an offer of securities may be made without the requirement for the Company to publish a prospectus pursuant to Article 3 of the Prospectus Directive in such EEA Member State.
In the United Kingdom, these materials are only being distributed to and are 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 document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
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 "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company 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 announcement by such forward-looking statements.
The IPO may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the IPO will proceed and that the listing will occur.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any 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.
BerGenBio (Bergen, Norway) is a clinical-stage biopharmaceutical company focused on developing a pipeline of first-in-class Axl kinase inhibitors to treat multiple cancer indications. The Company is a world leader in understanding the central role of Axl kinase in promoting cancer spread, immune evasion and drug resistance in multiple aggressive hematological and solid cancers.
BerGenBio’s lead product, BGB324, is a selective, potent and orally bio-available small molecule Axl inhibitor in Phase II clinical development in three major cancer indications. It is the only selective Axl inhibitor in clinical development. BGB324 is being developed by BerGenBio as a single agent therapy in acute myeloid leukaemia (AML)/myeloid dysplastic syndrome (MDS) and in combination with TARCEVA® (erlotinib) in advanced non-small-cell lung cancer (NSCLC); and in combination with KEYTRUDA® (pembrolizumab) in advanced NSCLC and triple negative breast cancer (TNBC) in collaboration with Merck & Co. Inc. (MSD).
The Company is also developing a diversified pre-clinical pipeline of selective Axl inhibitors including BGB149, 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. TARCEVA® is a registered trademark of OSI Pharmaceuticals, LLC.
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