Share Issue/Capital Change • Apr 6, 2017
Share Issue/Capital Change
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BerGenBio ASA - Allocation to primary insiders
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APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF
THE PRESS RELEASE.
BerGenBio ASA - Allocation to primary insiders
Bergen, Norway, 6 April 2017: Reference is made to the final
results of the initial public offering (the "Offering") of
the shares of BerGenBio ASA ("BerGenBio", the "Company",
ticker BGBIO) announced earlier today.
The following primary insiders of BerGenBio have been
allocated shares at a price of NOK 25 per share in
accordance with the terms set out in the prospectus dated 28
March 2017:
- Holstein AS (a close associate to the Chairman of the
Board of Directors Stein Holst Annexstad) has been allocated
7,539 shares in the Offering and will thus own 7,539 shares
in BerGenBio following completion of the Offering
- J&J Future Invest AS (a company of which the member of the
Board of Directors Hilde Furberg owns shares) has been
allocated 3,769 shares in the Offering and will thus own
3,769 shares in BerGenBio following completion of the
Offering
- Gnist Holding AS (a close associate to the Chief Executive
Officer Richard Godfrey) has been allocated 1,508 shares in
the Offering and will thus own 160,408 shares in BerGenBio
following completion of the Offering
- Petter Nielsen (Chief Financial Officer) has been
allocated 1,508 shares in the Offering and will thus own
1,508 shares in BerGenBio following completion of the
Offering
- K og K AS (a company of which the member of the Board of
Directors Kari Grønås owns shares) has been allocated 4,522
shares in the Offering and will thus own 4,522 shares in
BerGenBio following completion of the Offering
- Endre Kjærland (Associate Director of IP and Contracts)
has been allocated 1,508 shares in the Offering and will
thus own 1,508 shares in BerGenBio following completion of
the Offering.
ABG Sundal Collier ASA, Arctic Securities and DNB Markets (a
branch of DNB Bank ASA) are acting as Joint Global
Coordinators and Joint Bookrunners in the IPO. Nordnet Bank
NUF is acting as Placing Agent in the retail offering on
behalf of the Joint Global Coordinators.
About BerGenBio
BerGenBio (Bergen, Norway) is a clinical-stage
biopharmaceutical company focused on developing a pipeline
of first-in-class Axl kinase inhibitors to treat multiple
cancer indications. The Company is a world leader in
understanding the central role of Axl kinase in promoting
cancer spread, immune evasion and drug resistance in
multiple aggressive hematological and solid cancers.
BerGenBio's lead product, BGB324, is a selective, potent and
orally bio-available small molecule Axl inhibitor in Phase
II clinical development in three major cancer indications.
It is the only selective Axl inhibitor in clinical
development. BGB324 is being developed by BerGenBio as a
single agent therapy in acute myeloid leukaemia
(AML)/myeloid dysplastic syndrome (MDS) and in combination
with TARCEVA® (erlotinib) in advanced non-small-cell lung
cancer (NSCLC); and in combination with KEYTRUDA®
(pembrolizumab) in advanced NSCLC and triple negative breast
cancer (TNBC) in collaboration with Merck & Co. Inc. (MSD).
The Company is also developing a diversified pre-clinical
pipeline of selective Axl inhibitors including BGB149, anti-
Axl monoclonal antibody.
For further information, please visit: www.bergenbio.com
KEYTRUDA® is a registered trademark of Merck Sharp & Dohme
Corp., a subsidiary of Merck & Co., Inc. TARCEVA® is a
registered trademark of OSI Pharmaceuticals, LLC.
IMPORTANT NOTICE
The information contained in this announcement is for
background purposes only and does not purport to be full or
complete. No reliance may be placed for any purpose on the
information contained in this announcement or its accuracy,
fairness or completeness.
These materials do not constitute or form a part of any
offer or solicitation to purchase or subscribe for
securities in any jurisdiction where such offer or sale
would be unlawful and the announcement and the information
contained herein are not for distribution or release,
directly or indirectly, in or into such jurisdictions.
United States
These materials may not be published, distributed or
transmitted in the United States, Canada, Australia, the
Hong Kong Special Administrative Region of the People's
Republic of China, South Africa or Japan. These materials do
not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities
(the "Shares") of BerGenBio in the United States, Norway or
any other jurisdiction. The Shares of the Company may not be
offered or sold in the United States absent registration or
an exemption from registration under the U.S. Securities Act
of 1933, as amended (the "Securities Act"). The Shares of
the Company have not been, and will not be, registered under
the Securities Act. Any sale in the United States of the
securities mentioned in this communication will be made
solely to "qualified institutional buyers" as defined in
Rule 144A under the Securities Act.
European Economic Area
Any offering of securities will be made by means of a
prospectus to be published that may be obtained from the
Company or selling security holder and that will contain
detailed information about the Company and its management,
as well as financial statements.
These materials are an advertisement and not a prospectus
for the purposes of Directive 2003/71/EC, as amended
(together with any applicable implementing measures in any
Member State, the "Prospectus Directive"). Investors should
not subscribe for any securities referred to in these
materials except on the basis of information contained in
the Prospectus.
In any EEA Member State other than Norway and Sweden (from
the time the prospectus has been approved by the Financial
Supervisory Authority of Norway, in its capacity as the
competent authority in Norway, and passported to Sweden and
published in accordance with the Prospectus Directive) that
has implemented the Prospectus Directive, this communication
is only addressed to and is only directed at "qualified
investors" in that Member State within the meaning of
Article 2(1)(e) of the Prospectus Directive ("Qualified
Investors"), i.e., only to investors to whom an offer of
securities may be made without the requirement for the
Company to publish a prospectus pursuant to Article 3 of the
Prospectus Directive in such EEA Member State.
United Kingdom
In the United Kingdom, these materials are only being
distributed to and are only directed at Qualified Investors
who (i) are investment professionals falling within Article
19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended) (the "Order")
or (ii) are persons falling within Article 49(2)(a) to (d)
of the Order (high net worth companies, unincorporated
associations, etc.) (all such persons together being
referred to as "Relevant Persons"). These materials are
directed only at Relevant Persons and must not be acted on
or relied on by persons who are not Relevant Persons. Any
investment or investment activity to which this document
relates is available only to Relevant Persons and will be
engaged in only with Relevant Persons.
Matters discussed in this announcement may 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
announcement are based upon various assumptions, many of
which are based, in turn, upon further assumptions. Although
the Company 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. 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.
The IPO may be influenced by a range of circumstances, such
as market conditions, and there is no guarantee that the IPO
will proceed and that the listing will occur.
The information, opinions and forward-looking statements
contained in this announcement speak only as at its date,
and are subject to change without notice. The Company does
not undertake any 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.
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