BerGenBio

Share Issue/Capital Change • Apr 6, 2017

BerGenBio ASA - Successful completion of initial public offering

BerGenBio ASA - Successful completion of initial public offering

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THE PRESS RELEASE.

BerGenBio ASA - Successful completion of initial public

offering

Bergen, Norway, 6 April 2017: BerGenBio ASA ("BerGenBio",

the "Company", ticker BGBIO) announces the successful

completion of its initial public offering (the "Offering" or

the "IPO"). The first day of trading in the Company's shares

on the Oslo Stock Exchange will be Friday 7 April 2017.

The Offering in summary:

-The shares in the Offering are priced at NOK 25 per Share.

The price implies a market capitalisation of BerGenBio after

the Offering of NOK 1,244 million.

-BerGenBio will issue 16,000,000 new shares in connection

with the Offering (the "New Shares") raising gross proceeds

of NOK 400 million. There will be 49,742,200 shares

outstanding in the Company following the issuance of the New

Shares.

-The net proceeds and existing cash resources are

anticipated to fund the Company into 2019, during which the

following activities will be financed:

-Completion of four Phase II clinical trials of BGB324, a

highly selective, orally bioavailable small molecule Axl

inhibitor

-Completion of a Phase I clinical trial of BGB149, an anti-

Axl antibody

-Completion of the development of an Axl companion diagnostic

-Continued research & development to advance the pre-

clinical pipeline

-General corporate activities.

-The Joint Global Coordinators (as defined below) have over-

allotted an additional 1,000,000 Offer Shares

(the "Additional Shares") and exercised their option to

borrow an equal number of Shares from certain existing

shareholders for the purposes of covering such over-

allotments.

-Trading of the shares in BerGenBio on the Oslo Stock

Exchange will commence on Friday 7 April 2017.

A total of 17,000,000 shares (including over-allotted

shares) were allocated in the Offering, representing 34% of

the shares in issue after the Offering. Upon completion of

the Offering the Company will have in excess of 2,000

shareholders.

Richard Godfrey, CEO of BerGenBio, said:

"We are delighted with the positive support BerGenBio has

received from investors in Norway and internationally. This

new funding will enable the Company to develop first in

class medicines to treat aggressive cancers that have

become immune-evasive, drug-resistant and metastatic.

We believe we have an exciting and valuable opportunity with

our lead product, BGB324, which is specifically designed to

inhibit Axl signalling, a key mediator of these aggressive

traits in most cancers. The IPO proceeds will support our

plans to take BGB324 through multiple Phase II clinical

trials during the next 18 months, which we believe will

deliver further compelling efficacy data for this novel

medicine. In addition, we intend to advance our biomarker

program as we look to develop a companion diagnostic that

can identify the cancer patients who are most likely to

benefit from BGB324 treatment. Our improved financial

resources will also allow us to advance BGB149, an anti-Axl

antibody through Phase I, and to progress our discovery

programs which will further strengthen our position as a

leader in developing novel medicines for aggressive cancers."

Notifications of allocated shares and the corresponding

amount to be paid by investors are expected to be

communicated to investors on or about 6 April 2017.

Investors having access to investor services through their

VPS account manager will be able to check the number of

shares allocated to them from about 09:00 hours (CET) on 6

April 2017. The Joint Global Coordinators may also be

contacted for information regarding allocations.

The Joint Global Coordinators have been granted an over-

allotment option by certain existing shareholders in the

Company, exercisable by ABG Sundal Collier ASA as

stabilisation manager within 30 days from the first day of

trading to cover over-allotments in connection with the

Offering. A separate disclosure will be issued by the

stabilisation manager regarding the over-allotment and

stabilisation activities.

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.