Upon completion of the Transaction, 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 experienced R&D team, led by Jostein Dahle, will also join the Combined Entity following completion of the Transaction.
Conditions for the completion of the Transaction
The Transaction is subject to customary terms and conditions, including inter alia the following being satisfied or waived by the parties:
The general meeting of Nordic Nanovector approving the Transaction.
The Combined Entity’s continued listing on Oslo Børs
A share capital increase by exercise of existing warrants issued by APIM raising a minimum of NOK 55 million shall have been completed
Nordic Nanovector having published an exemption document allowing listing of the consideration shares on Oslo Børs
It is expected that an extraordinary general meeting in Nordic Nanovector will be held on or about 1 December 2022. Completion of the Transaction is expected in Q4 2022.
Update on 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.
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.
Advisers
Carnegie Investment Bank is acting as financial advisor to Nordic Nanovector. Advokatfirmaet Selmer AS is acting as legal advisor to Nordic Nanovector andKPMG AS assisted Nordic Nanovector with financial due diligence and fairness opinion. Advokatfirmaet Schjødt AS is acting as legal advisor to APIM.
Webcast
Nordic Nanovector and APIM Therapeutics will host a joint webcast at 10:00 CET on 10 November followed by a Q&A session. To join the webcast please sign up via Nordic Nanovector’s website www.nordicnanovector.com. The associated slides can be found at www.nordicnanovector.com
Contacts
Nordic Nanovector
Jan H. Egberts, Chairman of Nordic Nanovector
+31 614672518
janegberts@aol.com
Frazer Hall / Mark Swallow (MEDiSTRAVA Consulting)
+44 203 928 6900
nordicnanovector@medistrava.com
APIM Therapeutics
Kostas Alevizopoulos, Chief Executive Officer
+41 78 752 7002
kalevizo@apimtherapeutics.com
About Nordic Nanovector:
Nordic Nanovector is committed to develop and deliver innovative therapies to patients to address major unmet medical needs and advance cancer care. The Company’s pipeline includes:
Betalutin® and Humalutin®, both CD37-targeting radioimmunotherapies incorporating the beta emitter lutetium-177 to treat non-Hodgkin’s lymphoma (NHL);
Alpha37, a CD37-targeting radioimmunotherapy candidate incorporating the alpha-emitting radionuclide lead-212, currently being explored with partner Oranomed for chronic lymphocytic leukaemia;
Multiple fully humanized anti-CD37 antibodies with potential in haematological cancers and autoimmune diseases; and
A CD37 DOTA CAR-T cell opportunity in haematological cancers, which is being advanced via a research collaboration with the University of Pennsylvania.
Further information can be found at www.nordicnanovector.com.
Important information
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act. The stock exchange announcement was published by Malene Brondberg, interim CEO and CFO of Nordic Nanovector ASA, at the time and date stated above in this announcement.
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
Matters discussed in this announcement 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 release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Nordic Nanovector 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.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Nordic Nanovector undertakes no 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.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities.
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