BerGenBio

Share Issue/Capital Change • Mar 28, 2017

BerGenBio announces the terms of its Initial Public Offering

BerGenBio announces the terms of its Initial Public Offering

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APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF

THE PRESS RELEASE.

BerGenBio announces the terms of its Initial Public Offering

Bergen, Norway, 28 March 2017: Further to the announcement

on 8 March 2017 regarding the intention to list the shares

of BerGenBio ASA ("BerGenBio" or the "Company") on Oslo Børs

and carry out an Initial Public Offering (the "Offering" or

the "IPO"), BerGenBio today announces the terms of the IPO.

Subject to approval of the listing application and the

successful completion of the IPO, the shares of BerGenBio

are expected to be admitted to listing and commence trading

on Oslo Børs on or about 7 April 2017 under the ticker

code "BGBIO" (subject to any delay, extension or shortening

of the Offering period).

The Offer Shares (as defined below) will be offered for sale

at a fixed price of NOK 25 per Offer Share, corresponding to

a pre-money equity value (excluding issuance of new shares)

of NOK 844 million. The Managers have received significant

commitments to subscribe for shares in the Offering,

including a NOK 50 million commitment from the Company's

largest shareholder, Meteva AS ("Meteva"), an entity owned

by Trond Mohn. Meteva will retain a 30% shareholding in the

Company post IPO and continue to offer the Company strong

support going forward.

The Offering in brief

The IPO will comprise an offer of up to 16,000,000 new

shares (the "New Shares") to be issued by the Company to

raise gross proceeds of up to NOK 400 million. In addition,

the Managers (as defined below) may elect to over-allot up

to 1,000,000 existing shares (the "Additional Shares", and

together with the New Shares, the "Offer Shares"). In order

to facilitate settlement of the Additional Shares, ABG

Sundal Collier, on behalf of the Managers, will borrow

existing shares from certain existing shareholders. These

shareholders have granted the Managers an option to purchase

a number of existing shares in the Company limited to the

number of Additional Shares. The Company will not receive

any proceeds from any Additional 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 Company, members of the Company's board of directors and

management and certain large shareholders in the Company,

including the board represented shareholders, Meteva and

Investinor, will be subject to a customary lock-up period of

12 months following the IPO. The lock-up undertakings will

be subject to certain exceptions and may be waived with the

consent of the Managers.

Offering details

The terms and conditions for the Offering, which will be

further set out in a Prospectus to be published in

connection with the Offering, will comprise:

(i) An institutional offering, in which Offer Shares are

being offered to (a) investors in Norway and Sweden, (b)

investors outside Norway, Sweden and the United States,

subject to applicable exemptions from the prospectus

requirements, and (c) in the United States to Qualified

Institutional Buyers in reliance on an exemption from the

registration requirements under Rule 144A of the U.S.

Securities Act. The institutional offering is subject to a

lower limit per application of NOK 2,500,000.

(ii) A retail offering, in which Offer Shares are being

offered to the public in Norway and Sweden subject to a

lower limit per application of NOK 10,500, and an upper

limit per application of NOK 2,499,999 for each applicant.

Applicants who intend to place an order in excess of NOK

2,499,999 must do so in the institutional offering. Multiple

applications by one applicant in the retail offering will be

treated as one application with respect to the maximum

application limit.

Timeline and offer period

The application period for the institutional offering and

retail offering is expected to take place from 29 March 2017

to 5 April 2017. The Company, in consultation with the

Managers, reserves the right to shorten or extend the

application period at any time. The Company will, in

consultation with the Managers, determine the final number

of Offer Shares and the allocation of Offer Shares after

completion of the application period.

The final result of the Offering is expected to be announced

on or about 6 April 2017 with trading of the shares in

BerGenBio on Oslo Børs commencing on or about 7 April 2017

under the ticker code "BGBIO".

Completion of the IPO is conditional on (i) the board of

directors of Oslo Børs approving the application for listing

of the shares of the Company in its meeting to be held on or

about 31 March 2017 and the satisfaction of the conditions

for listing set by Oslo Børs, (ii) the board of directors of

the Company resolving to proceed with the Offering and

approve the allocation of the Offer Shares to eligible

investors following the application period and (iii) the

Managers not prior to the registration of the share capital

increase pertaining to the New Shares having terminated

their commitments to pre-pay the subscription amount for the

New Shares. There can be no assurance that the conditions

for completion of the IPO will be satisfied. If the

conditions are not satisfied, the IPO may be revoked or

suspended.

The Offering is also subject to the Financial Supervisory

Authority of Norway having approved the Prospectus and any

delay in the approval of the Prospectus may cause changes in

the time-line and offer period indicated in this press

release.

ABG Sundal Collier, Arctic Securities and DNB Markets 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 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 bioavailable 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

richard.godfrey@bergenbio.com, +47 917 86 304

For International media enquiries

David Dible / Mark Swallow / Marine Perrier, Citigate Dewe

Rogerson

bergenbio@citigatedr.co.uk, +44 207 638 9571

For media enquiries in Norway

Mitra Hagen Negård / Steinar Flaa, First House

bergenbio@firsthouse.no, +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 IPO 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.