Prospectus • Apr 3, 2017
Prospectus
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BerGenBio ASA - APPLICATIONS BY PRIMARY INSIDERS
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.
BerGenBio ASA - APPLICATIONS BY PRIMARY INSIDERS
Bergen, 3 April 2017. Reference is made to the stock exchange announcement dated 28 March
2017, regarding the launch of the initial public offering (the "Offering") of shares of BerGenBio
ASA ("BerGenBio", the "Company", OSE ticker code: "BGBIO").
Today the following primary insiders have applied for offer shares in the retail offering:
- K og K AS (a company of which the member of the Board of Directors Kari Grønås owns
shares) has applied for offer shares for a total amount of NOK 300,000.
- Endre Kjærland (Associate Director of IP and Contracts) has applied for offer shares for a total
amount of NOK 100,000.
The applications have been made according to the terms and conditions for the Offering
described in the prospectus dated 28 March 2017 (the "Prospectus") prepared in connection
with the Offering.
The Prospectus is, subject to regulatory restrictions in certain jurisdictions, available at
www.bergenbio.com, www.abgsc.no, www.arctic.com/secno and www.dnb.no/emisjoner. Hard
copies of the Prospectus may be obtained free of charge at the offices of BerGenBio at Jonas Lies vei
91, N-5009 Bergen, Norway, or by contacting one of the Managers (as defined below). 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. The Joint Global Coordinators
and Joint Bookrunners are herein referred to as the "Managers". Nordnet Bank NUF is acting as
Placing Agent in the retail offering on behalf of the Managers.
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.
Enquiries
Richard Godfrey, CEO
[email protected], +47 917 86 304
For International media enquiries
David Dible / Mark Swallow / Marine Perrier, Citigate Dewe Rogerson
[email protected], +44 207 638 9571
For media enquiries in Norway
Mitra Hagen Negård / Steinar Flaa, First House
[email protected], +47 21 04 62 18
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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