BerGenBio

Share Issue/Capital Change • Feb 26, 2020

BerGenBio ASA: Commencement of the subsequent offering

BerGenBio ASA: Commencement of the subsequent offering

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE

SERVICES, OR IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG

SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA 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 THE PRESS RELEASE

Bergen, 26 February 2020: Reference is made to the stock exchange announcement

from BerGenBio ASA (the "Company") dated 30 January 2020 relating to the

subsequent offering and listing of up to 1,500,000 new shares in the Company,

each with a nominal value of NOK 0.10 (the Offer Shares") at a subscription

price of NOK 18.00 per Offer Share (the Subscription Price") to be carried out

by the Company (the "Subsequent Offering") and the stock exchange announcement

from the Company on 20 February 2020 regarding the extraordinary general

meeting's resolution to increase the share capital in connection with the

Subsequent Offering.

The subscription period for the Subsequent Offering commences at 09:00 hours

(CET) on 27 February 2020 and expires at 16:30 hours (CET) on 12 March 2020 (the

"Subscription Period").

The shareholders of the Company as of 29 January 2020 (and being registered as

such in the Norwegian Central Security Depository (VPS) on 31 January 2020 (the

"Record Date"), and who were not allocated shares in the private placement

announced by the Company on 30 January 2020 and who are not resident in a

jurisdiction where such offering would be unlawful, or for jurisdictions other

than Norway, would require any filing, registration or similar action (the

"Eligible Shareholders"), will be granted non-transferable subscription rights

(the "Subscription Rights") that, subject to applicable law, provide

preferential rights to subscribe for, and be allocated, Offer Shares at the

Subscription Price.

Each Eligible Shareholder will, subject to applicable securities laws, be

granted 0.045 Subscription Rights for every existing share registered as held by

such Eligible Shareholder as of the Record Date, rounded down to the nearest

whole Subscription Right. Each Subscription Right will, subject to applicable

securities laws, give the right to subscribe for, and be allocated, one Offer

Share in the Subsequent Offering. Over-subscription is permitted, however,

subscription without Subscription Rights is not permitted.

Please note that Subscription Rights that are not used to subscribe for Offer

Shares before the end of the Subscription Period will have no value and will

lapse without compensation to the holder.

A prospectus dated 26 February 2020 (the "Prospectus") prepared in connection

with the Subsequent Offering is, subject to regulatory restrictions in certain

jurisdictions, available at www.bergenbio.com under Financial Reports in the

Investor section. Hard copies of the Prospectus may be obtained free of charge

at the offices of the Company at Jonas Lies vei 91, 5009 Bergen, Norway, or by

contacting the Managers (defined below).

Following the completion of the Subsequent Offering, and assuming full

subscription, the number of shares outstanding in the Company will increase by

1,500,000 shares to 74,791,908 shares, each with a nominal value of NOK 0.10,

resulting in a total share capital of NOK 7,479,190.80.

The timetable below provides certain key dates for the Subsequent Offering:

Subscription Period commences: 27 February 2020 at 09:00 (CET)

Subscription Period ends: 12 March 2020 at 16:30 hours (CET)

Allocation of the Offer Shares and distribution of allocation letters: Expected

on or about 12 March 2020

Payment date: 18 March 2020

Delivery of the Offer Shares and listing and commencement of trading in the

Offer Shares on Oslo Børs: Expected on or about 24 March 2020. For further

details on the terms of the Subsequent Offering, please see the Prospectus.

Arctic Securities AS and Carnegie AS are acting as Joint Bookrunners and

Managers for the Subsequent Offering.

Advokatfirmaet Thommessen AS is acting as the Company's legal adviser for the

Subsequent Offering.

***

For further information, please contact:

Richard Godfrey, CEO BerGenBio ASA

richard.godfrey@bergenbio.com

+47 917 86 304

Rune Skeie, CFO BerGenBio ASA

rune.skeie@bergenbio.com

+47 917 86 513

About BerGenBio ASA

BerGenBio is a clinical-stage biopharmaceutical company focused on developing

transformative drugs targeting AXL as a potential cornerstone of therapy for

aggressive diseases, including immune-evasive, therapy resistant cancers. The

company's proprietary lead candidate, bemcentinib, is a potentially first-in

-class selective AXL inhibitor in a broad phase II oncology clinical development

programme focused on combination and single agent therapy in lung cancer and

leukaemia. A first-in-class functional blocking AXL antibody, tilvestamab

(BGB149), and an AXL-ADC (ADCT-601) are undergoing phase I clinical testing. In

parallel, BerGenBio is developing a companion diagnostic test to identify those

patient populations most likely to benefit from bemcentinib: this is expected to

facilitate more efficient registration trials supporting a precision medicine

-based commercialisation strategy.

BerGenBio is based in Bergen, Norway with a subsidiary in Oxford, UK. The

company is listed on the Oslo Stock Exchange (ticker: BGBIO). www.bergenbio.com

- IMPORTANT INFORMATION -

This document is not an offer to sell or a solicitation of offers to purchase or

subscribe for shares. Copies of this document may not be sent to jurisdictions,

or distributed in or sent from jurisdictions, in which this is barred or

prohibited by law. The information contained herein shall not constitute an

offer to sell or the solicitation of an offer to buy, in any jurisdiction in

which such offer or solicitation would be unlawful prior to registration,

exemption from registration or qualification under the securities laws of any

jurisdiction.

This communication may not be published, distributed or transmitted in or into

the United States, Canada, Australia, the Hong Kong Special Administrative

Region of the People's Republic of China, South Africa or Japan and it does not

constitute an offer or invitation to subscribe for or purchase any securities in

such countries or in any other jurisdiction. In particular, the document and the

information contained herein should not be distributed or otherwise transmitted

into the United States of America or to U.S. persons (as defined in the U.S.

Securities Act of 1933, as amended (the "Securities Act")) or to publications

with a general circulation in the United States of America. This document is not

an offer for sale of securities in the United States. The securities referred to

herein have not been and will not be registered under the Securities Act, or the

laws of any state, and may not be offered or sold in the United States of

America absent registration under or an exemption from registration under

Securities Act. BerGenBio does not intend to register any part of the offering

in the United States. There will be no public offering of the securities in the

United States of America.

The information contained herein does not constitute an offer of securities to

the public in the United Kingdom. No prospectus offering securities to the

public will be published in the United Kingdom. This document is only being

distributed to and is only directed at (i) persons who are outside the United

Kingdom or (ii) to investment professionals falling within article 19(5) of the

Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the

"Order") or (iii) high net worth entities, and other persons to whom it may

lawfully be communicated, falling within article 49(2)(a) to (d) of the Order

(all such persons together being referred to as "relevant persons"). The

securities are only available to, and any invitation, offer or agreement to

subscribe, purchase or otherwise acquire such securities will be engaged in only

with, relevant persons. Any person who is not a relevant person should not act

or rely on this document or any of its contents.

Any offer of securities to the public that may be deemed to be made pursuant to

this communication in any member state of the European Economic Area (each an

"EEA Member State") that has implemented Directive 2003/71/EC (together with the

2010 PD Amending Directive 2010/73/EU, including any applicable implementing

measures in any Member State, the "Prospectus Directive") is only addressed to

qualified investors in that Member State within the meaning of the Prospectus

Directive. This announcement is not a prospectus within the meaning of the

Prospectus Directive, as implemented in each member State of the European

Economic Area. With respect to the EEA Member States, no action has been

undertaken or will be undertaken to make an offer to the public of the

securities referred to herein requiring a publication of a prospectus in any

Member State. As a result, the securities of the Company may not and will not be

offered in any Member State except in accordance with the exemptions set forth

in Article 3 of the Prospectus Directive.

Investing in securities involves certain risks.

This publication may contain specific forward-looking statements, e.g.

statements including terms like "believe", "assume", "expect", "forecast",

"project", "may", "could", "might", "will" or similar expressions. Such forward

-looking statements are subject to known and unknown risks, uncertainties and

other factors which may result in a substantial divergence between the actual

results, financial situation, development or performance of BerGenBio and those

explicitly or implicitly presumed in these statements. Against the background of

these uncertainties, readers should not rely on forward-looking statements.

BerGenBio assumes no responsibility to update forward -looking statements or to

adapt them to future events or developments.

This information is subject to the disclosure requirements pursuant to section 5

-12 of the Norwegian Securities Trading Act.