Bergen, 13 June 2019: BerGenBio ASA (OSE:BGBIO) (“BerGenBio” or the “Company”), a clinical-stage biopharmaceutical company developing novel, selective AXL kinase inhibitors for multiple cancer indications, has retained Arctic Securities AS and Carnegie AS as Joint Bookrunners and H.C. Wainwright & Co., LLC as Financial Advisor (together the “Managers”) to advise on and effect a private placement of new shares directed towards existing shareholders and new potential investors after the close of the Oslo Stock Exchange today, 13 June 2019 (the “Private Placement”). In the Private Placement, the Company is contemplating the issue of up to 5,495,144 new shares in the Company (the “Offer Shares”), representing up to approximately 10% of the outstanding share capital of the Company. Pursuant to an underwriting agreement, Meteva AS (the largest shareholder in the Company with an ownership of 27.23%) have underwritten 90% of the Private Placement.

The Company intends to use the proceeds from the Private Placement to continue advancing its clinical programs with its lead candidate bemcentinib in Acute Myeloid Leukaemia (AML) and lung cancer, as well as for general corporate purposes.

The application period for the Private Placement will commence today, 13 June 2019 at 16:30 hours (CET) and close on 14 June 2019 at 08:00 hours (CET). The Company may, however, at any time resolve to close or extend the application period at its own discretion and for any reason. If the application period is shortened or extended, any other dates referred to herein may be amended accordingly.

The Private Placement will be directed towards existing shareholders and new investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus or registration requirements.

The subscription price in the Private Placement will be NOK 13.50 per Offer Share (equal to a premium of 2.12% to last closing price on 13 June 2019 on Oslo Stock Exchange). The minimum subscription and allocation amount in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent exemptions from the prospectus requirement pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.

The allocation of shares will be determined at the end of the book-building process. The final allocation will be made at the discretion of the Board of Directors in consultation with the Managers. Notification of allotment will be sent to the applicants by the Managers on or about 14 June 2019, subject to any shortenings or extensions of the book building period.

In order to ensure timely delivery of existing and already listed shares on Oslo Stock Exchange, Arctic Securities AS (on behalf of the Managers) has entered into a share lending agreement with Meteva AS. The Offer Shares delivered to the subscribers will thus be tradable from allocation. The Managers will settle the share loan with Offer Shares upon issuance of these.

Subject to successful completion of the Private Placement, the Company will announce the final number of Offer Shares placed in the Private Placement in a stock exchange announcement expected to be published before opening of trading on the Oslo Stock Exchange tomorrow, 14 June 2019. Payment date for the Offer Shares is expected to be on or about 18 June 2019. Completion of the Private Placement is subject to final approval by the Board.

The contemplated transaction will be carried out as a private placement in order to complete the share issue in today’s market conditions in an efficient manner and to allow for participation from new investors. As a consequence of the transaction structure, the shareholders’ preferential rights will be deviated from.

Sveinung Hole, Chairman of BerGenBio ASA, commented, “BerGenBio continues to deliver promising data from its clinical development programme which we believe has the potential to provide much needed additional treatment options for cancer patients in the future. The Company has a clear strategy to progress its lead asset, bemcentinib, in Acute Myeloid Leukaemia (AML) and Lung Cancer, this additional funding will permit management to focus on operational priorities, strategic alternatives and regulatory pathway for its first-to-market indications.”

For further information, please contact:

Richard Godfrey, CEO

richard.godfrey@bergenbio.com

+47 917 86 304

Rune Skeie, CFO

rune.skeie@bergenbio.com

+47 917 86 513

About BerGenBio ASA

BerGenBio is a clinical-stage biopharmaceutical company focused on developing transformative drugs targeting AXL as a potential cornerstone of therapy for aggressive diseases, including immune-evasive, therapy resistant cancers. The company’s proprietary lead candidate, bemcentinib, is a potentially first-in-class selective AXL inhibitor in a broad phase II oncology clinical development programme focused on combination and single agent therapy in lung cancer and leukaemia. A first-in-class functional blocking AXL antibody (BGB149) and an AXL-ADC (ADCT-601) are undergoing phase I clinical testing. In parallel, BerGenBio is developing a companion diagnostic test to identify those patient populations most likely to benefit from bemcentinib: this is expected to facilitate more efficient registration trials supporting a precision medicine-based commercialisation strategy.

BerGenBio is based in Bergen, Norway with a subsidiary in Oxford, UK. The company is listed on the Oslo Stock Exchange (ticker: BGBIO). www.bergenbio.com 

Forward looking statements

This announcement may contain forward-looking statements, which as such are not historical facts, but are based upon various assumptions, many of which are based, in turn, upon further assumptions. These assumptions are inherently subject to significant known and unknown risks, uncertainties and other important factors. 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.

This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.

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– 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.