Oslo, 17 September 2025: Reference is made to the stock exchange announcement published by BerGenBio ASA (the “Company”) on 5 August 2025 regarding updated key information relating to the contemplated fully underwritten rights issue in the Company raising gross proceeds of NOK 130 million (the “Rights Issue”). Reference is also made to the stock exchange announcement made by the Company earlier today on 17 September 2025, with updated information regarding the timeline for the Rights Issue and the contemplated combination of the Company, Oncoinvent and BerGenBio Norge AS through a statutory triangular merger (the “Merger”). Updated key information relating to the Rights Issue is set out below.

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Date on which the terms and conditions of the preferential rights issue were announced: 30 June 2025.

Last day including rights: 11 November 2025.

Ex-date: 12 November 2025.

Record Date: 13 November 2025 (assuming normal T+2 settlement).

Date of approval: 4 August 2025.

 

Maximum number of new shares: To be announced when the subscription price has been determined.

Subscription price: The subscription price in the Rights Issue will be set following close of trading on Euronext Oslo Børs on the 9th trading date after completion of the Merger (the “Pricing Date”) and be equal to the theoretical share price exclusive of the subscription rights (TERP), calculated on the basis of the volume weighted average price (VWAP) quoted for the shares in the Company the last three trading days leading up to and including the Pricing Date, less a discount of approx. 35%, however such that the subscription price shall not be lower than the minimum nominal value that can be set if a share capital reduction shall be implemented without a creditor notification.

Ratio preferential rights: To be announced when the maximum number of new shares in the Rights Issue has been determined.

Subscription ratio: 1:1 (number of new shares in the combined company following the Merger per subscription right).

Global Coordinators: ABG Sundal Collier ASA and DNB Carnegie, a part of DNB Bank ASA (the “Managers”).

Will the rights be listed: Yes, the combined company will apply for listing of the subscription rights on the Euronext Oslo Børs.

ISIN for the preferential rights: To be announced when available.

Other information: Reference is made to the stock exchange announcements published by the Company on 30 June 2025 for further information regarding the Rights Issue and the Merger. The Rights Issue is subject to, inter alia, (i) completion of the Merger and (ii) publication of a prospectus for offering and listing of the new shares as approved by the Norwegian Financial Supervisory Authority, expected to take place on or about 28 October 2025.

 

For further information, please contact:

Øystein Soug, CEO, Oncoinvent ASA, soug@oncoinvent.com

Tore Kvam, CFO, Oncoinvent ASA, kvam@oncoinvent.com

 

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

 

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 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.