(Información remitida por la empresa firmante)
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA 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 THIS ANNOUNCEMENT
BERGEN, Norway, April 25, 2023 /PRNewswire/ — The board of directors of BerGenBio ASA (the “Company”) has today, subject to approval by the Annual General Meeting (the “AGM”) on 22 May 2023, resolved to carry out a rights issue of shares (the “New Shares”) with preferential subscription rights for existing shareholders (the “Rights Issue”) to raise gross proceeds of up to NOK 250 million. Subscribers in the Rights Issue will for every two New Shares allocated and subscribed receive one warrant to subscribe for one new share in the Company (the “Warrants”). Subsequent exercise of Warrants will increase the gross proceeds to the Company.
Certain existing shareholders and external investors (jointly the “Underwriters”) have underwritten NOK 175 million of the Rights Issue and certain existing shareholders have pre-committed to subscribe, including Meteva AS and Investinor AS which have pre-committed to subscribe for NOK 65 million and NOK 17.5 million respectively, which is included in the underwriting amount of NOK 175 million. In addition, management and board members in the Company will subscribe for New Shares in the Rights Issue with an aggregate subscription price of at least NOK 0.5 million.
The net proceeds from the Rights Issue and exercised Warrants will be used to further advance the Company’s strategy for non-small cell lung cancer (“NSCLC”), severe respiratory infections and general corporate purposes. After assessing the significant drop in hospitalizations attributed to COVID-19 during the 2022-23 winter season, the EU-SolidAct Trial Steering Committee in accordance with the Company has decided to pause the trial until a potential acceleration in COVID-19 hospitalizations warrant further evaluation of bemcentinib in this population.
Notice of the AGM, including proposed resolutions regarding the Rights Issue, is expected to be sent to the shareholders on 28 April 2023.
Arctic Securities AS and Carnegie AS have been engaged as managers for the Rights Issue (the “Managers”). H.C. Wainwright & Co. acted as financial advisor to the Company. Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in connection with the Rights Issue.
Underwriting
Pursuant to, and subject to, the terms and conditions of the underwriting agreements between the Company and the Underwriters (the “Underwriting Agreements”), the Underwriters have undertaken on a pro-rata basis (not jointly) to underwrite an aggregate subscription amount in the Rights Issue of NOK 175 million (the “Total Underwriting Obligation”), subject to potential reduction for Meteva AS described below. Any New Shares subscribed in the Rights Issue will reduce the underwriting commitment of the Underwriters but not pre-commitments from existing shareholders.
Each Underwriter is entitled to an underwriting fee of 12% of its respective underwriting obligation, to be settled in cash or new shares in the Company issued at the subscription price in the Rights Issue, or through a combination of cash and new shares, at the Underwriter’s election. The selection of shareholders who have been invited to underwrite has been based on objective criteria.
The Underwriters have undertaken to vote any shares held by them at the time of the AGM in favour of the Rights Issue.
Meteva AS’ underwriting and pre-commitment to subscribe for New Shares are limited such that Meteva AS’ holding of shares in the Company shall not exceed 1/3, and any remaining underwriting and pre-commitment shall be satisfied in the form of a convertible loan from Meteva AS. Such convertible loan shall be convertible into new shares in the Company at a conversion price equal to the subscription price in the Rights Issue and otherwise on terms similar to those in the existing loan agreement between the Company and Meteva AS announced through the Company’s stock exchange announcement dated 25 October 2022 (the “Meteva Loan”).
Subscription price, subscription rights, Warrants and proceeds
The subscription price for the New Shares to be issued in the Rights Issue, and thus the exact number of New Shares and the exact amount of the share capital increase, will be proposed by the board of directors, based on a recommendation from the Managers, the day prior to the AGM. Pursuant to the Underwriting Agreements, the subscription price in the Rights Issue shall be the theoretical ex rights price (TERP) based on the volume-weighted average price (VWAP) of the Company’s shares on the Oslo Stock Exchange the three trading days prior to the AGM, less a discount of at least 37.5%. The board of directors’ resolution in this respect will be announced through a stock exchange announcement on the day prior to the AGM and be reflected in the final proposed resolution to the AGM.
Pursuant to section 10-4 of the Norwegian Public Limited Companies Act, the shareholders of the Company at the date of the AGM, and who are not resident in a jurisdiction where such offering would be unlawful or, (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action, will be granted a preferential right to subscribe for and be allocated the New Shares in proportion to the number of shares in the Company they own as of that date, and will according to the board of directors’ proposal receive subscription rights proportionate to their existing shareholding as registered in the Company’s shareholder register in the Norwegian Central Securities Depository (the VPS) at the expiry of 24 May 2023. Provided that a purchase of shares is made with ordinary T+2 settlement, shares purchased up to and including 22 May 2023 will give the right to receive subscription rights, whereas shares purchased from and including 23 May 2023, will not give the right to receive subscription rights. The subscription rights will be tradable and listed on the Oslo Stock Exchange from and including the first day of the subscription period and until 16:30 (Oslo time) two trading days prior to the expiry of the subscription period. Over-subscription and subscription without subscription rights will be permitted.
The subscribers in the Rights Issue will without cost be allocated one Warrant issued by the Company for every two New Shares allocated to, and paid by, them in the Rights Issue. Each Warrant will give the holder a right to subscribe for one new share in the Company at a subscription price equal to the volume-weighted average price (VWAP) of the Company’s shares on the Oslo Stock Exchange on the three last trading days prior to the first date on which the holder can exercise the warrant in each exercise period less 30%, but in any event not exceeding the subscription price in the Rights Issue plus 30%. The Warrants may be exercised during two exercise periods: (i) within the first 14 days after the Company’s announcement of its Q3 2023 quarterly financial report and (ii) from 1 April 2024 to 14 April 2024. Other terms and conditions for the Warrants will be determined by the AGM. The Company shall use reasonable efforts to seek to ensure that the Warrants are admitted to trading on a relevant trading venue as soon as possible following completion of the Rights Issue but there can be no assurance that such admittance to trading will be obtained.
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