Further to the announcement on 8 March 2017 regarding the intention to list the shares of BerGenBio ASA on Oslo Børs and carry out an Initial Public Offering, BerGenBio announces the terms of the IPO.

Subject to approval of the listing application and the successful completion of the IPO, the shares of BerGenBio are expected to be admitted to listing and commence trading on Oslo Børs on or about 7 April 2017 under the ticker code “BGBIO”.

The Offer Shares will be offered for sale at a fixed price of NOK 25 per Offer Share, corresponding to a pre-money equity value (excluding issuance of new shares) of NOK 844 million. The Managers have received significant commitments to subscribe for shares in the Offering, including a NOK 50 million commitment from the Company’s largest shareholder, Meteva AS, an entity owned by Trond Mohn. Meteva will retain a 30% shareholding in the company post IPO and continue to offer the company strong support going forward.

The Offering in brief

The IPO will comprise an offer of up to 16,000,000 new shares to be issued by the company to raise gross proceeds of up to NOK 400 million. In addition, the Managers may elect to over-allot up to 1,000,000 existing shares. In order to facilitate settlement of the Additional Shares, ABG Sundal Collier, on behalf of the Managers, will borrow existing shares from certain existing shareholders. These shareholders have granted the Managers an option to purchase a number of existing shares in the Company limited to the number of Additional Shares. The company will not receive any proceeds from any Additional 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 company, members of the company’s board of directors and management and certain large shareholders in the company, including the board represented shareholders, Meteva and Investinor, will be subject to a customary lock-up period of 12 months following the IPO. The lock-up undertakings will be subject to certain exceptions and may be waived with the consent of the Managers.