BerGenBio

M&A Activity • Jun 30, 2025

BerGenBio and Oncoinvent, a rising innovator in radiopharmaceutical cancer therapies, announce proposed merger and a fully underwritten rights issue

BerGenBio and Oncoinvent, a rising innovator in radiopharmaceutical cancer therapies, announce proposed merger and a fully underwritten rights issue

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DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES

DESCRIBED HEREIN. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS

ANNOUNCEMENT.

Bergen, Norway and Oslo, Norway, 30 June 2025 - BerGenBio ASA (OSE: BGBIO)

("BerGenBio" or the "Company") and Oncoinvent ASA (OSE: ONCIN) ("Oncoinvent")

announce that they have entered into a merger agreement (the "Agreement") to

combine the two companies through a statutory merger (the "Merger"), where

BerGenBio will be the acquiring entity. Following the Merger, the combined

company shall carry out a fully underwritten rights issue.

· The Merger puts BerGenBio's capital and listing to productive use by

strengthening Oncoinvent's ability to execute on its clinical strategy and

advance potentially life-changing treatments for patients with cancer in the

abdominal cavity (peritoneal carcinomatosis).

· The exchange ratio in the Merger will be 25% to BerGenBio and 75% to

Oncoinvent corresponding to 1.20268049 shares in BerGenBio per share in

Oncoinvent and values BerGenBio prior to the Merger at NOK 65 million, which

represents a significant premium to what would be available for distribution to

BerGenBio's shareholders in a solvent liquidation scenario, and a premium of 19%

compared to the closing price on Monday 30 June 2025. The Merger values

Oncoinvent at NOK 195.5 million, which corresponds to its valuation in

connection with the listing on Euronext Growth in December 2024 and a premium of

8% compared to the closing price on Monday 30 June 2025.

· The Merger will add approximately NOK 45 million in cash to fund

Oncoinvent's clinical development plan. Moreover, the combination will

substantially broaden the shareholder base, improving liquidity in the share and

enable an uplisting from Euronext Growth Oslo, subject to approval by the Oslo

Stock Exchange.

· Subject to approval by the extraordinary general meetings of BerGenBio and

Oncoinvent, Euronext Oslo Børs' approval of the continued listing and completion

of the Merger, the merged company will carry out a fully underwritten rights

issue of NOK 130 million (the "Rights Issue"). The proceeds from the Rights

Issue is expected to provide the merged company with a cash runway into 2027,

beyond the interim readout from Oncoinvent's ongoing Phase 2 trial in ovarian

cancer, expected H2 2026.

· The Merger is supported by BerGenBio's largest shareholder Meteva AS and

Oncoinvent's largest shareholders Hadean Capital I AS and HVentures Capital I AB

(together "Hadean Ventures") and Linc AB, all of whom have entered into voting

undertakings to vote in favour of the Merger and lock-up commitments for a

period of six months following this announcement.

The Agreement follows from the strategic review that BerGenBio has conducted, in

cooperation with DNB Carnegie, to optimise shareholder value following its

decision to discontinue the BGBC016 study.

Anders Tullgren, chair of the board of BerGenBio, stated: "I am very pleased to

be able to announce our joining forces with Oncoinvent. This Merger, which is

backed by the boards of both companies, is the result of an extensive review

that explored a range of strategic options for BerGenBio. The Merger gives

BerGenBio shareholders a part of an exciting company leveraging Norwegian

radiopharmaceutical technology, which has already seen encouraging preliminary

efficacy data, without safety concerns. We are confident that this is the best

option for current BerGenBio shareholders."

Øystein Soug, CEO of Oncoinvent and forthcoming CEO of the merged company,

stated: "We are very excited for the time ahead and to continue the execution of

our focused strategy to develop Radspherin® in ovarian cancer. We are on track

with our randomised phase 2 trial. Going forward with a strengthened balance

sheet, we believe the company will be a transformative force in the

radiopharmaceutical therapy field, improving the lives of patients with cancer

in the peritoneal cavity."

About Oncoinvent

Oncoinvent is a clinical-stage biotechnology company developing novel

radiopharmaceutical therapies against cancer. The lead product candidate,

Radspherin®, uses the alpha-emitting radionuclide radium-224, directly targeting

micro-metastases post-surgery, harnessing the benefits of modern

radiopharmaceuticals without the complexities of biological targeting.

Oncoinvent is investigating the safety and efficacy of Radspherin® in a clinical

development program in two indications: peritoneal metastases from colorectal

cancer and from ovarian cancer. In addition to the recently finalized phase 1/2a

trial in colorectal cancer, one phase 1 trial and one randomized phase 2 trial

are ongoing in the US, UK and Europe. Interim data from the phase 2 trial are

expected in H2 2026. Preliminary clinical efficacy data are highly encouraging,

and no serious toxicity or safety concerns have been reported to date.

The experienced Oncoinvent team runs a state-of-the-art manufacturing facility

to produce drug products for clinical trials in Nydalen, Oslo. Oncoinvent is

listed on the Euronext Growth Oslo. The company was founded by Øyvind Bruland

and Roy Larsen, the pioneers behind Norway's most successful cancer drug to

date, Xofigo, developed by the company Algeta, which was acquired by Bayer in

The Merger and Exchange ratio

The Merger is structured as a statutory merger whereby all assets and

liabilities of Oncoinvent will be transferred to a newly incorporated wholly

owned subsidiary of BerGenBio against consideration to the shareholders in

Oncoinvent by way of newly issued shares in BerGenBio and with BerGenBio as the

surviving entity. The exchange ratio in the Merger will be 1:3, meaning that

Oncoinvent shareholders will in total receive approximately 117.6 million

BerGenBio shares, corresponding to approximately 1.20268049 BerGenBio shares per

Oncoinvent share.

Rights Issue

The combined company will carry out a fully underwritten rights issue of shares

(the "New Shares") with preferential subscription rights for existing

shareholders in the merged company upon completion of the Merger to raise gross

proceeds of NOK 130 million.

Both Oncoinvent's and BerGenBio's shareholders at the time of completion of the

Merger will, subject to restrictions in applicable securities laws and

regulations, be invited to participate in the Rights Issue, which ensures equal

treatment of all shareholders. By exercising their subscription rights, each

shareholder will have the opportunity to maintain their pro rata ownership in

the merged company. If all shareholders participate, the resulting ownership

structure will reflect a 25/75 ratio, with BerGenBio shareholders upon

completion of the Merger owning 25% and Oncoinvent shareholders upon completion

of the Merger owning 75% of the merged company.

Certain existing shareholders and external investors (the "Underwriters") have,

subject to customary terms and conditions, underwritten NOK 130 million of the

Rights Issue, representing 100 percent of the total offering amount. The

proceeds from the Rights Issue are expected to provide the merged company with a

cash runway into 2027. Further information regarding the fully underwritten

Rights Issue, including the terms and conditions, the subscription period, key

dates, and procedures for subscription, is available in a separate stock

exchange announcement published by the Company on the same date as this release.

Shareholders are encouraged to review the announcement carefully for complete

details on how to participate in the Rights Issue.

The merged company

Pending approval of the EGM, the Board of Directors of the Company shall with

effect from completion of the Merger be composed as follows:

· Gillies O'Bryan-Tear, Chairman of the board

· Olav Hellebø, Board member

· Ingrid Teigland Akay, Board member

· Kari Grønås, Board member

· Hilde Steineger, Board member

· Orlando Oliveira, Board member

· Johan Häggblad, Board member

· Anne Cecile Alvik, Board member/Employee representative

Current Oncoinvent CEO, Øystein Soug, will be appointed CEO and current

Oncoinvent CFO, Tore Kvam, will be appointed CFO. Current BerGenBio management

will leave their positions once the Merger is completed.

The Merger is supported by BerGenBio's largest shareholder Meteva and

Oncoinvent's largest shareholders Hadean Ventures and Linc AB, all of whom have

entered into voting undertakings and lock-up commitments for a period of six

months from the date of this announcement.

The merged company is expected to be renamed Oncoinvent in due course.

Conditions for the completion of the Merger

The Merger is subject to customary terms and conditions, including, inter alia,

satisfaction of the following conditions:

· approval of the proposed Merger and Rights Issue by the EGM of BerGenBio,

expected to be held on August 4, 2025;

· approval of the proposed Merger by an extraordinary general meeting of

Oncoinvent expected to be held on August 4, 2025;

· election of the nominated Board of Directors by the EGM of BerGenBio;

· the merged company's continued listing on Euronext Oslo Børs or

alternatively Euronext Expand;

· all regulatory approvals reasonably required having been obtained without

any conditions or on conditions considered acceptable to the parties;

· the creditor notification period for the Merger having expired without any

objections from the creditors, or if any objection has been made within the

notification period, the creditor having received adequate security, or the

court having rejected the demand for security; and

· the Prospectus, also representing a listing prospectus for admission to

trading of the shares to be issued as merger consideration in the Merger, having

been approved by the Norwegian Financial Supervisory Authority and been

published.

All conditions are expected to be fulfilled and the merger completed around mid

September 2025.

Presentation

A presentation by BerGenBio and Oncoinvent will be held as a webcast in English

on Wednesday 2 July 2025 at 10:00am CEST including a Q&A session. A company

presentation of Oncoinvent in in Norwegian will follow at 11:00am CEST.

To join the webcast please sign up via

https://channel.royalcast.com/landingpage/hegnarmedia/20250702_1/ (https://protec

t.checkpoint.com/v2/___https://channel.royalcast.com/landingpage/hegnarmedia/2025

0702_1/___.YzJlOnNjaGpkdGFzOmM6bzpiY2M3YTZlOGVjYjJiYmMyNDc1ODJjMDY5YTAwNTZhZDo2Oj

E3ZDQ6YTRjMmZiZmE1ZDViODhjNzM0NDIwMjQ2YTQyMjZiM2UxYTc2OTg4MWM5ZDAwYmRjZmI3ZGRkOTY

3YWUxZTcwODpwOkY6Tg) for English, and

https://channel.royalcast.com/landingpage/hegnarmedia/20250702_2/ (https://protec

t.checkpoint.com/v2/___https://urldefense.com/v3/__https:/channel.royalcast.com/l

andingpage/hegnarmedia/20250702_2/__;!!L0Ua0Wts!cSQeLCaKCktRHjNtHiBOH13Mj_azq_Jyq

-J8oKLN3swNaTTHIU3ungUJ_77gyLTXd2nsRjYfp7z9jBBxaOQ2MrLH2GlX$___.YzJlOnNjaGpkdGFzO

mM6bzpiY2M3YTZlOGVjYjJiYmMyNDc1ODJjMDY5YTAwNTZhZDo2OjkxYTc6Mzk5ODgyOWZlYzI1OTZmYW

NjNjZiZGFmODE1ZGJhOTZiOWU5NDAyMmJjMGViOThmOGFjNzdhZTcwMTQzMzE3MTpwOkY6Tg) for

Norwegian

Advisors

DNB Carnegie, a part of DNB Bank ASA, is acting as financial advisor to

BerGenBio and Advokatfirmaet Thommessen is acting as legal advisor. ABG Sundal

Collier is acting as financial advisor to Oncoinvent and Advokatfirmaet Schjødt

AS is acting as legal advisor.

Contacts

Company representative(s):

Olav Hellebø, CEO, BerGenBio

Email: olav.hellebo@bergenbio.com

Rune Skeie, CFO, BerGenBio

Email: rune.skeie@bergenbio.com

Øystein Soug, CEO, Oncoinvent

Email: soug@oncoinvent.com

Tore Kvam, CFO, Oncoinvent

Email: kvam@oncoinvent.com

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation (MAR) and is subject to the disclosure requirements

pursuant to MAR article 17 and section 5-12 of the Norwegian Securities Trading

Act. This stock exchange announcement was published by Rune Skeie, CFO of the

Company, and Tore Kvam, CFO of Oncoinvent, on 30 June 2025 at 22:00 hours CEST.

- IMPORTANT INFORMATION -

This announcement does not constitute an offer of securities for sale or a

solicitation of an offer to purchase securities of the Company or Oncoinvent in

the United States or any other jurisdiction. 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 securities of the Company and

Oncoinvent 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 "U.S. Securities Act").

The securities of the Company and Oncoinvent have not been, and will not be,

registered under the U.S. 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 U.S. Securities Act. No

public offering of the securities will be made in the United States.

Any offering of the securities referred to in this announcement will be made by

means of the Prospectus. This announcement is an advertisement and is not a

prospectus for the purposes of Regulation (EU) 2017/1129 of the European

Parliament and of the Council of 14 June 2017 on prospectuses to be published

when securities are offered to the public or admitted to trading on a regulated

market, and repealing Directive 2003/71/EC (as amended) as implemented in any

EEA Member State (the "Prospectus Regulation"). Investors should not subscribe

for any securities referred to in this announcement except on the basis of

information contained in the Prospectus. Copies of the Prospectus will,

following publication, be available from the Company's registered office and,

subject to certain exceptions, on the website of ABG Sundal Collier ASA and/or

DNB Carnegie, a part of DNB Bank ASA (the "Managers").

In any EEA Member State, this communication is only addressed to and is only

directed at qualified investors in that Member State within the meaning of the

Prospectus Regulation, i.e., only to investors who can receive the offer without

an approved prospectus in such EEA Member State.

In the United Kingdom, this communication is only addressed to and is 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 announcement relates is

available only to Relevant Persons and will be engaged in only with Relevant

Persons. Persons distributing this communication must satisfy themselves that it

is lawful to do so.

This document is not for publication or distribution in, directly or indirectly,

Australia, Canada, Japan, the United States or any other jurisdiction in which

such release, publication or distribution would be unlawful, 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 or to publications with a general circulation in the

United States of America.

The Managers are acting for the merged Company in connection with the Rights

Issue and no one else and will not be responsible to anyone other than the

merged Company for providing the protections afforded to their respective

clients or for providing advice in relation to the Rights Issue or any

transaction or arrangement referred to in this announcement.

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 "anticipate", "believe",

"continue", "estimate", "expect", "intends", "may", "should", "will" and similar

expressions. The forward-looking statements in this release are based upon

various assumptions, many of which are based, in turn, upon further assumptions.

Although the Company and Oncoinvent 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 release by such forward-looking statements. The information, opinions and

forward-looking statements contained in this announcement speak only as at its

date and are subject to change without notice. This announcement is made by and

is the responsibility of, the Company. Neither the Managers nor any of their

affiliates makes any representation as to the accuracy or completeness of this

announcement and none of them accepts any responsibility for the contents of

this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon

in substitution for the exercise of independent judgment. It is not intended as

investment advice and under no circumstances is it to be used or considered as

an offer to sell, or a solicitation of an offer to buy any securities or a

recommendation to buy or sell any securities of the Company or Oncoinvent. No

reliance may be placed for any purpose on the information contained in this

announcement or its accuracy, fairness or completeness. Neither the Managers nor

any of their respective affiliates accepts any liability arising from the use of

this announcement.