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Merger to create a clinical-stage biotechnology company focused on advancing a portfolio of oncology programmes including a Phase 1b/2a clinical study in platinum-sensitive ovarian cancer and a Phase 2 clinical study in sarcoma
Combined company is expected to have funding into 2024
Companies will host a joint webcast on 10 November 2022 at 10:00 a.m. CET. The associated slides can be found at www.nordicnanovector.com
Completion of combination expected in Q4 2022, subject to certain terms and conditions
OSLO, Norway and TRONDHEIM, Norway, Nov. 10, 2022 /PRNewswire/ — Nordic Nanovector ASA (OSE: NANOV) (“Nordic Nanovector” or the “Company”) and all shareholders of APIM Therapeutics (“APIM”), a privately held, clinical-stage cancer-focused biotechnology company, today announce that they have entered into a definitive merger agreement to combine the companies in an all-stock transaction (the “Agreement”). Subject to completion of the Agreement, Nordic Nanovector will purchase shares in APIM, and become the parent entity of APIM (the “Transaction”).
The Agreement follows the review that Nordic Nanovector conducted, in conjunction with Carnegie Investment Bank, to optimise shareholder value following its decision to discontinue the PARADIGME study for Nordic Nanovector’s lead asset Betalutin®.
About APIM Therapeutics
APIM Therapeutics, founded in 2010 in Trondheim, Norway, is a privately held, clinical stage Norwegian biotechnology company developing first-in-class 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 tumour cell evasion from therapy. In preclinical experiments, ATX-101 has shown single agent activity in certain cancers and combinatorial activity with more than 25 different anti-cancer drugs in different tumour indications. A completed Phase 1 study in patients with advanced solid tumours has delivered encouraging clinical data and shown that ATX-101 has a highly favourable safety profile.
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.
APIM brings a highly competent and experienced management team, supported by leading international key opinion leaders. 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.
Jan H. Egberts, Chairman of Nordic Nanovector, commented: “I am very pleased to be able to announce our joining forces with APIM Therapeutics. This transaction, which is backed by the Boards of both companies, is the result of an extensive review that explored a range of strategic options for Nordic Nanovector. 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 tumour types and has already shown a highly favourable 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.”
Erlend Skagseth, Chairman of APIM Therapeutics, commented: “Merging with Nordic Nanovector is a significant milestone in our ambition to become a major player in transforming the treatment of cancer. We have already made significant progress with ATX-101, our lead oncology drug candidate, and we are looking forward to announcing results from the two ongoing clinical studies. The potential of ATX-101 is very significant given its unique mechanism of action. We have generated exciting non-clinical and clinical data supporting its current clinical development in indications with high unmet need, as well as its overall potential to treat a plethora of additional cancer indications. 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.”
The Transaction and the Combined Entity
Nordic Nanovector has entered into the Agreement with Sarsia Seed AS, Trond Mohn Stiftelsen, Norsk Innovasjonskapital III AS and Investinor Direkte AS together with the remaining shareholders of APIM collectively holding 100% of the shares in APIM on a fully diluted basis. Following and subject to completion of the Transaction, Nordic Nanovector will own all issued and outstanding shares in APIM on a fully diluted basis.
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 (the “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 (i) the former shareholders of APIM Therapeutics will own approximately 76% of the post-Transaction combined entity (the “Combined Entity”), and (ii) Nordic Nanovector’s current shareholders will own approximately 24%.
The Combined Entity will seek to retain the public listing on Oslo Børs and is expected to be renamed in due course.
The key shareholders of APIM will enter into customary lock-up agreements for the Consideration Shares, in favour of the Combined Entity, for a period of 12 months following completion of the Transaction.
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 tumour types
Management and Board – Significant experience in cancer drug discovery and development
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