Nordic Nanovector and all shareholders of APIM Therapeutics have entered into a definitive merger agreement to combine the companies in an all-stock transaction.
Subject to completion of the agreement, Nordic Nanovector will purchase shares in APIM, and become the parent entity of APIM.
The agreement follows the review that Nordic Nanovector conducted, in conjunction with Carnegie Investment Bank, to optimize shareholder value following its decision to discontinue the PARADIGME study for Nordic Nanovector’s lead asset Betalutin.
“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.”
“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 tumor types and has already shown a highly favorable 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,” says Jan H. Egberts, Chairman of Nordic Nanovector.
The combined entity will seek to retain the public listing on Oslo Børs and is expected to be renamed in due course.
APIM Therapeutics, founded in 2010 in Trondheim, Norway, is a privately held, clinical stage Norwegian biotechnology company developing 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 tumor cell evasion from therapy. 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. 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.
“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,” says Erlend Skagseth, Chairman of APIM Therapeutics.
An equity valuation of APIM at NOK 439 million
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 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 the former shareholders of APIM Therapeutics will own approximately 76% of the post-Transaction combined entity and Nordic Nanovector’s current shareholders will own approximately 24%.
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 tumor types.
Kostas Alevizopoulos is contemplated to take the role as CEO
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 R&D team, led by Jostein Dahle, will also join the combined entity following completion of the Transaction.
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, states the company.
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.