17 September 2025
BerGenBio ASA: Updated information regarding the contemplated Rights Issue and Merger
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA 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 THIS ANNOUNCEMENT
Bergen, 17 September 2025: Reference is made to the joint stock exchange announcement made on 30 June 2025 by BerGenBio ASA (the “Company”) and Oncoinvent ASA (“Oncoinvent”) regarding the contemplated combination of the Company, Oncoinvent and BerGenBio Norge AS through a statutory triangular merger (the “Merger”). Reference is also made to the stock exchange announcement made by the Company on 30 June 2025 regarding a fully underwritten rights issue (the “Rights Issue”) with preferential subscription rights (the “Subscription Rights”) for the Company’s existing shareholders at the time of completion of the Merger (the “Rights Issue Announcement”).
As mentioned in the Rights Issue Announcement, the Company will prepare and publish an EEA prospectus for, inter alia, the offering and listing of the shares to be issued in the Rights Issue (the “Offer Shares”) and for the listing of the consideration shares to be issued in the Merger (the “Merger Shares”). The prospectus will include the full terms and conditions of the Rights Issue and will be subject to approval by the Norwegian Financial Supervisory Authority prior to publication (the “Prospectus”). Due to delays in the Prospectus work stream, the key dates previously announced by the Company and Oncoinvent in connection with the Rights Issue have changed.
The first draft of the Prospectus has been submitted to the Norwegian Financial Supervisory Authority. It is expected that the Prospectus will be approved on or about 28 October 2025. Furthermore, the Company and Oncoinvent expect that the Merger will be completed on or about 29 October 2025, with the first day of trading in the shares of the combined Company expected on or about 30 October 2025. Euronext Oslo Børs has approved that conditions for the continued listing of the Company’s shares on Euronext Oslo Børs after completion of the Merger are met. The subscription period for the Rights Issue is expected to commence on or about 14 November 2025 at 09:00 hours CET and expire at 16:30 hours CET on 28 November 2025. Delivery of the Offer Shares is expected to take place on or about 8 December 2025, through the facilities of the Norwegian Central Securities Depository.
For further information regarding the Rights Issue, reference is made to the Rights Issue Announcement. For further information regarding the Merger and the complete terms and conditions for the Merger, reference is made to the merger plan with appendices available on www.bergenbio.no.
For further information, please contact:
Olav Hellebø, CEO, BerGenBio ASA, Olav.hellebo@bergenbio.com
Rune Skeie, CFO, BerGenBio ASA, rune.skeie@bergenbio.com
This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.
About Oncoinvent
Oncoinvent is developing Radspherin®, a receptor-independent alpha radiation therapy that leverages the unique anatomy of the abdominal cavity to destroy residual micrometastases using a single, highly localized dose of alpha radiation. The initial clinical focus is treatment of ovarian and colorectal cancer patients after surgical removal of the primary tumor and visible metastases in the peritoneum, the thin membrane lining the abdominal cavity and covering the abdominal organs.
This radiopharmaceutical is designed to prevent or delay recurrence in the peritoneal cavity, keeping patients disease-free for longer than the current standard of care and thereby also impacting overall survival. It is broadly applicable to any cancer that spreads to the peritoneum, e.g. ovarian, colorectal, and gastric cancers. Radspherin® stands out for its simplicity, excellent safety profile, and seamless integration into existing surgical workflows. Oncoinvent’s product is easy to use, avoids systemic delivery and significant toxicity. It is also differentiated in being simple to manufacture, scalable, and supply de-risked.
Data from two trials in ovarian (phase 1) and colorectal (phase 1/2a) cancers, are highly promising, showing an excellent safety profile and meaningful signals of efficacy. Interim data from an ongoing, randomized, controlled phase 2 ovarian cancer trial is expected in 2026. With cost-effective manufacturing, blockbuster potential, active pharma partnership momentum, plus strong endorsements from leading experts, Oncoinvent is built for scale and commercial success, and is set to become the new standard for post-surgical cancer care. The Company was founded by the originators of Algeta and Xofigo (acquired by Bayer).
