BERGEN, Norway,
13 April 2018 /PRNewswire/ --
BerGenBio ASA (OSE: BGBIO) ("BerGenBio" or the "Company") a
clinical-stage biopharmaceutical company developing novel,
selective AXL kinase inhibitors as a potential cornerstone of
combination cancer therapy in NSCLC, AML/MDS, TNBC and melanoma,
announces today that it has raised NOK 187.5
million (USD24m) in gross
proceeds through a private placement of 4,629,246 new shares (the
"Private Placement").
The Private Placement was priced after close of trading on Oslo
Stock Exchange yesterday at a subscription price of NOK 40.50 per share. The price was determined
through an oversubscribed book-building process primarily directed
towards sophisticated institutional investors in the United States specialising in the
biotechnology sector.
On 9 March 2018, at an
extraordinary general meeting of BerGenBio ASA, shareholders
granted the Company's board of directors (the "Board") an
authorisation to increase the share capital. The purpose of the
authorisation was to permit the issue of new shares in the Company
to strengthen the Company´s equity and to increase the liquidity
and/or to broaden the Company's shareholder base with domestic and
international investors that may include healthcare specialist
investors. At a board meeting held on 13
April 2018 the Board, based on the above-mentioned
authorisation, resolved to increase the share capital of the
Company as part of the Private Placement.
Guggenheim Securities and Arctic Securities acted as joint-lead
placement agents and bookrunners (the "Placement Agents") in
connection with the Private Placement. Advokatfirmaet Thommessen
and Baker McKenzie LLP acted as counsels to the Company and
Advokatfirmaet Selmer and White & Case LLP acted as counsels to
the Placement Agents.
BerGenBio intends to use the net proceeds of the Private
Placement to fund the ongoing clinical development of pipeline
candidates, strengthen working capital and general corporate
purposes.
Completion of the Private Placement is expected to take place on
17 April 2018, subject to the
condition that the placement agent agreement between the Company
and the Placement Agents is not terminated. After registration of
the new share capital, the total share capital will be NOK 5,471,144.60 divided into 54,711,446 shares,
each with a nominal value of NOK
0.10.
The Board has assessed the Private Placement in light of the
equal treatment requirement, balanced the considerations that speak
for and against carrying out the Private Placement and concluded
that the waiver of the preferential rights inherent in a private
placement was considered necessary in the interest of time and
successful completion in the common interest of the Company and its
shareholders, as well as being in accordance with the stated
purpose of the authorisation from the extraordinary general meeting
to the Board to increase the share capital.
- END -
This information is subject to disclosure requirements pursuant
to section 5-12 of the Norwegian Securities Trading Act.
For further information:
Richard Godfrey
CEO, BerGenBio ASA
+47 917 86 304
Rune Skeie, CFO
BerGenBio ASA
rune.skeie@bergenbio.com
+47-917-86-513
Media Relations in Norway
Jan Petter Stiff
Crux Advisors
stiff@crux.no
+47-995-13-891
International Media Relations
David Dible, Mark Swallow, Marine
Perrier
Citigate Dewe Rogerso
bergenbio@citigatedewerogerson.com
+44-207-638-9571
About BerGenBio ASA:
BerGenBio ASA is a clinical-stage biopharmaceutical company
focused on developing a pipeline of first-in-class AXL kinase
inhibitors as a potential cornerstone of combination cancer
therapy. The Company is a world leader in understanding the
essential role of AXL kinase in mediating cancer spread, immune
evasion and drug resistance in multiple aggressive solid and
haematological cancers.
BerGenBio's lead product candidate, bemcentinib (BGB324), is a
selective, potent and orally bio-available small molecule AXL
inhibitor in four Company sponsored Phase II clinical trials in
major cancer indications, with read-outs anticipated during 2018.
It is the only selective AXL inhibitor in clinical development.
The Company sponsored clinical trials are:
- Bemcentinib with TARCEVA® (erlotinib) in advanced EGFR mutation
driven non-small cell lung cancer (NSCLC)
- Bemcentinib with KEYTRUDA in advanced adenocarcinoma of the
lung, and
- Bemcentinib with KEYTRUDA in triple-negative breast cancer
(TNBC).
- Bemcentinib as a single agent and combination therapy in acute
myeloid leukaemia (AML) / myeloid dysplastic syndrome (MDS)
The clinical trials combining bemcentinib with KEYTRUDA in
adenocarcinoma of the lung and TNBC are conducted in collaboration
with Merck & Co., Inc., Kenilworth,NJ, USA, through a subsidiary.
In addition, a number of investigator-sponsored trials are
underway, including a trial to investigate bemcentinib with either
MEKINIST® (trametinib) plus TAFINLAR® (dabrafenib) or KEYTRUDA in
advanced melanoma, as well as a trial combining bemcentinib with
docetaxel in advanced NSCLC.
BerGenBio is simultaneously developing a companion diagnostic
test to identify patient subpopulations most likely to benefit from
treatment with bemcentinib. This will facilitate more efficient
registration trials and support a precision medicine based
commercialisation strategy.
The Company is also developing a diversified pre-clinical
pipeline of drug candidates, including BGB149, an 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., Kenilworth, NJ, USA, TARCEVA® is a registered
trademark of OSI Pharmaceuticals, LLC., marketed by
Roche-Genentech. TAFLINAR® is a registered trademark of
Novartis International AG and MEKINIST® is a registered trademark
of GSK plc.
***
- IMPORTANT INFORMATION -
This document is not an offer to sell or a solicitation of
offers to purchase or subscribe for shares. 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
information contained herein shall not constitute an offer to sell
or the solicitation of an offer to buy, in any jurisdiction in
which such offer or solicitation would be unlawful prior to
registration, exemption from registration or qualification under
the securities laws of any jurisdiction.
This communication may not be published, distributed or
transmitted 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 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 of America or to
U.S. persons (as defined in the U.S. Securities Act of 1933, as
amended (the "Securities Act")) or to publications with a general
circulation in the United States of
America. This document is not an offer for sale of
securities in the United States.
The securities referred to herein have not been and will not be
registered under the Securities Act, or the laws of any state, and
may not be offered or sold in the United
States of America absent registration under or an exemption
from registration under Securities Act. BerGenBio does not intend
to register any part of the offering in the United States. There will be no public
offering of the securities in the United
States of America.
The information contained herein does not constitute an offer of
securities to the public in the United
Kingdom. No prospectus offering securities to the public
will be published in the United
Kingdom. This document is only being distributed to and is
only directed at (i) persons who are outside the United Kingdom or (ii) to investment
professionals falling within article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order") or (iii) high net worth entities, and other persons to
whom it may lawfully be communicated, falling within article
49(2)(a) to (d) of the Order (all such persons together being
referred to as "relevant persons"). The securities are only
available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such securities will be engaged in
only with, relevant persons. Any person who is not a relevant
person should not act or rely on this document or any of its
contents.
Any offer of securities to the public that may be deemed to be
made pursuant to this communication in any member state of the
European Economic Area (each an "EEA Member State") that has
implemented Directive 2003/71/EC (together with the 2010 PD
Amending Directive 2010/73/EU, including any applicable
implementing measures in any Member State, the "Prospectus
Directive") is only addressed to qualified investors in that Member
State within the meaning of the Prospectus Directive. This
announcement is not a prospectus within the meaning of the
Prospectus Directive, as implemented in each member State of the
European Economic Area. With respect to the EEA Member States, no
action has been undertaken or will be undertaken to make an offer
to the public of the securities referred to herein requiring a
publication of a prospectus in any Member State. As a result, the
securities of the Company may not and will not be offered in any
Member State except in accordance with the exemptions set forth in
Article 3 of the Prospectus Directive.
Investing in securities involves certain risks.
This publication may contain specific forward-looking
statements, e.g. statements including terms like "believe",
"assume", "expect", "forecast", "project", "may", "could", "might",
"will" or similar expressions. Such forward -looking statements are
subject to known and unknown risks, uncertainties and other factors
which may result in a substantial divergence between the actual
results, financial situation, development or performance of
BerGenBio and those explicitly or implicitly presumed in these
statements. Against the background of these uncertainties, readers
should not rely on forward-looking statements. BerGenBio assumes no
responsibility to update forward -looking statements or to adapt
them to future events or developments.
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