Oncoinvent (ONCIN) M&A Announcement summary

Deal rationale and strategic fit

• Merger creates a well-funded innovator in radiopharmaceutical cancer therapies, leveraging capital, public listing, and strong management to advance clinical strategy for peritoneal carcinomatosis and maximize shareholder value.

• Strategic review identified Oncoinvent as the preferred partner due to technology, management credibility, and sector promise, following evaluation of over 50 companies.

• Radiopharma and ADCs are considered hot sectors in oncology, making the merger attractive for future fundraising and partnerships.

• Combined entity will focus on advancing RadspherinⓇ for peritoneal metastases in ovarian and colorectal cancer, with encouraging early efficacy and safety data and a large, underserved market.

• Transaction offers attractive valuation and upside, with significant value inflection points anticipated.

Financial terms and conditions

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

• Merger values BergenBio/BerGenBio at NOK 65 million (19% premium to last close) and Oncoinvent at NOK 195.5 million (8% premium to last close).

• 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, and fully underwritten by existing and external investors.

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

Synergies and expected cost savings

• Merger and capital raise enable the combined entity to be fully funded through key clinical milestones, reducing financial risk and supporting accelerated development.

• Broader shareholder base and improved share liquidity expected, with uplisting anticipated.