BerGenBio

Share Issue/Capital Change • Jun 13, 2019

BerGenBio ASA: Contemplated Private Placement

BerGenBio ASA: Contemplated Private Placement

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Bergen, 13 June 2019: BerGenBio ASA (OSE:BGBIO) ("BerGenBio" or the "Company"),

a clinical-stage biopharmaceutical company developing novel, selective AXL

kinase inhibitors for multiple cancer indications, has retained Arctic

Securities AS and Carnegie AS as Joint Bookrunners and H.C. Wainwright & Co.,

LLC as Financial Advisor (together the "Managers") to advise on and effect a

private placement of new shares directed towards existing shareholders and new

potential investors after the close of the Oslo Stock Exchange today, 13 June

2019 (the "Private Placement"). In the Private Placement, the Company is

contemplating the issue of up to 5,495,144 new shares in the Company (the "Offer

Shares"), representing up to approximately 10% of the outstanding share capital

of the Company. Pursuant to an underwriting agreement, Meteva AS (the largest

shareholder in the Company with an ownership of 27.23%) have underwritten 90% of

the Private Placement.

The Company intends to use the proceeds from the Private Placement to continue

advancing its clinical programs with its lead candidate bemcentinib in Acute

Myeloid Leukaemia (AML) and lung cancer, as well as for general corporate

purposes.

The application period for the Private Placement will commence today, 13 June

2019 at 16:30 hours (CET) and close on 14 June 2019 at 08:00 hours (CET). The

Company may, however, at any time resolve to close or extend the application

period at its own discretion and for any reason. If the application period is

shortened or extended, any other dates referred to herein may be amended

accordingly.

The Private Placement will be directed towards existing shareholders and new

investors, in each case subject to and in compliance with applicable exemptions

from relevant prospectus or registration requirements.

The subscription price in the Private Placement will be NOK 13.50 per Offer

Share (equal to a premium of 2.12% to last closing price on 13 June 2019 on Oslo

Stock Exchange). The minimum subscription and allocation amount in the Private

Placement will be the NOK equivalent of EUR 100,000, provided that the Company

may, at its sole discretion, allocate an amount below EUR 100,000 to the extent

exemptions from the prospectus requirement pursuant to applicable regulations,

including the Norwegian Securities Trading Act and ancillary regulations, are

available.

The allocation of shares will be determined at the end of the book-building

process. The final allocation will be made at the discretion of the Board of

Directors in consultation with the Managers. Notification of allotment will be

sent to the applicants by the Managers on or about 14 June 2019, subject to any

shortenings or extensions of the book building period.

In order to ensure timely delivery of existing and already listed shares on Oslo

Stock Exchange, Arctic Securities AS (on behalf of the Managers) has entered

into a share lending agreement with Meteva AS. The Offer Shares delivered to the

subscribers will thus be tradable from allocation. The Managers will settle the

share loan with Offer Shares upon issuance of these.

Subject to successful completion of the Private Placement, the Company will

announce the final number of Offer Shares placed in the Private Placement in a

stock exchange announcement expected to be published before opening of trading

on the Oslo Stock Exchange tomorrow, 14 June 2019. Payment date for the Offer

Shares is expected to be on or about 18 June 2019. Completion of the Private

Placement is subject to final approval by the Board.

The contemplated transaction will be carried out as a private placement in order

to complete the share issue in today's market conditions in an efficient manner

and to allow for participation from new investors. As a consequence of the

transaction structure, the shareholders' preferential rights will be deviated

from.

Sveinung Hole, Chairman of BerGenBio ASA, commented, "BerGenBio continues to

deliver promising data from its clinical development programme which we believe

has the potential to provide much needed additional treatment options for cancer

patients in the future. The Company has a clear strategy to progress its lead

asset, bemcentinib, in Acute Myeloid Leukaemia (AML) and Lung Cancer, this

additional funding will permit management to focus on operational priorities,

strategic alternatives and regulatory pathway for its first-to-market

indications."

For further information, please contact:

Richard Godfrey, CEO

richard.godfrey@bergenbio.com

+47 917 86 304

Rune Skeie, CFO

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 (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

Forward looking statements

This announcement may contain forward-looking statements, which as such are not

historical facts, but are based upon various assumptions, many of which are

based, in turn, upon further assumptions. These assumptions are inherently

subject to significant known and unknown risks, uncertainties and other

important factors. Such risks, uncertainties, contingencies and other important

factors could cause actual events to differ materially from the expectations

expressed or implied in this announcement by such forward-looking statements.

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

-12 of the Norwegian Securities Trading Act.

***

- 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.