Oncoinvent (ONCIN) M&A Announcement summary

Deal rationale and strategic fit

• Merger creates a well-funded innovator in radiopharmaceutical cancer therapies, leveraging capital and public listing to advance clinical strategy for peritoneal metastases, an area with high unmet need and limited competition.

• Strategic review identified the merger as the optimal path, offering attractive valuation, access to high-quality investors, and maximizing shareholder value.

• Combined entity will focus on developing RadspherinⓇ for ovarian and colorectal cancer, with encouraging early efficacy data and no major safety concerns.

• Merger supported by both Boards and key shareholders, including Hadean Ventures, Linc, Meteva, and major stakeholders from both companies.

Financial terms and conditions

• All-share transaction: BerGenBio shareholders receive 25%, Oncoinvent shareholders 75% of the merged entity, with an exchange ratio of 1.20268049 BerGenBio shares per Oncoinvent share.

• BerGenBio valued at NOK 65 million (19% premium to last close), Oncoinvent at NOK 195.5 million (8% premium to last close), in line with recent listing.

• Fully underwritten rights issue of NOK 130 million post-merger, with total funding of NOK 175 million, providing cash runway into 2027.

• Rights issue open to all existing shareholders, conditional on merger completion.

• Merger adds NOK 45 million in cash to fund clinical development.

Integration plans and timeline

• BerGenBio will be the surviving entity, renamed Oncoinvent after completion.

• Oncoinvent CEO and CFO to lead the merged company; BerGenBio management to step down post-merger.

• Board to include representatives from both companies; BerGenBio CEO to join new board to represent legacy shareholders.

• EGM for merger approval scheduled for August 4, 2025; expected merger close mid-September 2025, followed by rights issue.

• Uplisting from Euronext Growth Oslo to Euronext Oslo Børs/Expand planned, increasing liquidity and access to capital.