Oslo Stock ExchangeOslo Stock Exchange

BerGenBio ASA: Updated Key Information related to the contemplated Rights Issue

RefinitivThời gian đọc: 5 phút

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITEDSTATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THEPEOPLE'S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THEDISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

Bergen, 17 September 2025: Reference is made to the stock exchangeannouncementpublished by BerGenBio ASA (the "Company") on 5 August 2025 regarding updatedkey information relating to the contemplated fully underwritten rights issueinthe Company raising gross proceeds of NOK 130 million (the "Rights Issue").Reference is also made to the stock exchange announcement made by the Companyearlier today on [16] September 2025, with updated information regarding thetimeline for the Rights Issue and the contemplated combination of the Company,Oncoinvent and BerGenBio Norge AS through a statutory triangular merger (the"Merger"). Updated key information relating to the Rights Issue is set outbelow.

Date on which the terms and conditions of the preferential rights issue wereannounced: 30 June 2025.

Last day including rights: 11 November 2025.

Ex-date: 12 November 2025.

Record Date: 13 November 2025 (assuming normal T+2 settlement).

Date of approval: 4 August 2025.

Maximum number of new shares: To be announced when the subscription price hasbeen determined.

Subscription price: The subscription price in the Rights Issue will be setfollowing close of trading on Euronext Oslo Børs on the 9th trading date aftercompletion of the Merger (the "Pricing Date") and be equal to the theoreticalshare price exclusive of the subscription rights (TERP), calculated on thebasisof the volume weighted average price (VWAP) quoted for the shares in theCompanythe last three trading days leading up to and including the Pricing Date, lessadiscount of approx. 35%, however such that the subscription price shall not belower than the minimum nominal value that can be set if a share capitalreduction shall be implemented without a creditor notification.

Ratio preferential rights: To be announced when the maximum number of newsharesin the Rights Issue has been determined.

Subscription ratio: 1:1 (number of new shares in the combined companyfollowingthe Merger per subscription right).

Global Coordinators: ABG Sundal Collier ASA and DNB Carnegie, a part of DNBBankASA (the "Managers").

Will the rights be listed: Yes, the combined company will apply for listing ofthe subscription rights on the Euronext Oslo Børs.

ISIN for the preferential rights: To be announced when available.

Other information: Reference is made to the stock exchange announcementspublished by the Company on 30 June 2025 for further information regarding theRights Issue and the Merger. The Rights Issue is subject to, inter alia, (i)completion of the Merger and (ii) publication of a prospectus for offering andlisting of the new shares as approved by the Norwegian Financial SupervisoryAuthority, expected to take place on or about 28 October 2025.

For further information, please contact:

Olav Hellebø, CEO, BerGenBio ASA, Olav.hellebo@bergenbio.com

Rune Skeie, CFO, BerGenBio ASA, rune.skeie@bergenbio.com

This information is subject to the disclosure requirements pursuant to Section5-12 of the Norwegian Securities Trading Act.

IMPORTANT INFORMATION

This announcement does not constitute an offer of securities for sale or asolicitation of an offer to purchase securities of the Company or Oncoinventinthe United States or any other jurisdiction. Copies of this document may notbesent to jurisdictions, or distributed in or sent from jurisdictions, in whichthis is barred or prohibited by law. The securities of the Company andOncoinvent may not be offered or sold in the United States absent registrationor an exemption from registration under the U.S. Securities Act of 1933, asamended (the "U.S. Securities Act").

The securities of the Company and Oncoinvent have not been, and will not be,registered under the U.S. Securities Act. Any sale in the United States of thesecurities mentioned in this communication will be made solely to "qualifiedinstitutional buyers" as defined in Rule 144A under the U.S. Securities Act.Nopublic offering of the securities will be made in the United States.

Any offering of the securities referred to in this announcement will be madebymeans of the Prospectus. This announcement is an advertisement and is not aprospectus for the purposes of Regulation (EU) 2017/1129 of the EuropeanParliament and of the Council of 14 June 2017 on prospectuses to be publishedwhen securities are offered to the public or admitted to trading on aregulatedmarket, and repealing Directive 2003/71/EC (as amended) as implemented in anyEEA Member State (the "Prospectus Regulation"). Investors should not subscribefor any securities referred to in this announcement except on the basis ofinformation contained in the Prospectus. Copies of the Prospectus will,following publication, be available from the Company's registered office and,subject to certain exceptions, on the website of the Managers.

In any EEA Member State, this communication is only addressed to and is onlydirected at qualified investors in that Member State within the meaning of theProspectus Regulation, i.e., only to investors who can receive the offerwithoutan approved prospectus in such EEA Member State.

In the United Kingdom, this communication is only addressed to and is onlydirected at Qualified Investors who (i) are investment professionals fallingwithin Article 19(5) of the Financial Services and Markets Act 2000 (FinancialPromotion) Order 2005 (as amended) (the "Order") or (ii) are persons fallingwithin Article 49(2)(a) to (d) of the Order (high net worth companies,unincorporated associations, etc.) (all such persons together being referredtoas "Relevant Persons"). These materials are directed only at Relevant Personsand must not be acted on or relied on by persons who are not Relevant Persons.Any investment or investment activity to which this announcement relates isavailable only to Relevant Persons and will be engaged in only with RelevantPersons. Persons distributing this communication must satisfy themselves thatitis lawful to do so.

This document is not for publication or distribution in, directly orindirectly,Australia, Canada, Japan, the United States or any other jurisdiction in whichsuch release, publication or distribution would be unlawful, and it does notconstitute an offer or invitation to subscribe for or purchase any securitiesinsuch countries or in any other jurisdiction. In particular, the document andtheinformation contained herein should not be distributed or otherwisetransmittedinto the United States or to publications with a general circulation in theUnited States of America.

The Managers are acting for the merged Company in connection with the RightsIssue and no one else and will not be responsible to anyone other than themerged Company for providing the protections afforded to their respectiveclients or for providing advice in relation to the Rights Issue or anytransaction or arrangement referred to in this announcement. Matters discussedin this announcement may constitute forward-looking statements.Forward-lookingstatements are statements that are not historical facts and may be identifiedbywords such as "anticipate", "believe", "continue", "estimate", "expect","intends", "may", "should", "will" and similar expressions. Theforward-lookingstatements in this release are based upon various assumptions, many of whicharebased, in turn, upon further assumptions.

Although the Company and Oncoinvent believes that these assumptions werereasonable when made, these assumptions are inherently subject to significantknown and unknown risks, uncertainties, contingencies and other importantfactors which are difficult or impossible to predict and are beyond itscontrol.Such risks, uncertainties, contingencies and other important factors couldcauseactual events to differ materially from the expectations expressed or impliedinthis release by such forward-looking statements. The information, opinions andforward-looking statements contained in this announcement speak only as at itsdate and are subject to change without notice. This announcement is made byandis the responsibility of, the Company. Neither the Managers nor any of theiraffiliates makes any representation as to the accuracy or completeness of thisannouncement and none of them accepts any responsibility for the contents ofthis announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relieduponin substitution for the exercise of independent judgment. It is not intendedasinvestment advice and under no circumstances is it to be used or considered asan offer to sell, or a solicitation of an offer to buy any securities or arecommendation to buy or sell any securities of the Company or Oncoinvent. Noreliance may be placed for any purpose on the information contained in thisannouncement or its accuracy, fairness or completeness. Neither the Managersnorany of their respective affiliates accepts any liability arising from the useofthis announcement.

https://newsweb.oslobors.no/message/655555

Đăng nhập hoặc tạo tài khoản miễn phí trọn đời để đọc tin tức này