Oncoinvent (ONCIN) M&A Announcement summary

Deal rationale and strategic fit

• Merger creates a well-funded innovator in radiopharmaceutical cancer therapies, focusing on peritoneal metastases and peritoneal carcinomatosis, with high unmet need and limited competition.

• Strategic review led to the merger as the preferred option, leveraging BerGenBio's capital and listing to enhance Oncoinvent's clinical execution and optimize shareholder value.

• Extensive review process involved over 50 companies, with the merger selected for its synergistic merit and transformational potential.

• Provides BerGenBio shareholders access to a promising oncology pipeline with encouraging efficacy data and no safety concerns.

• Strengthens clinical execution, broadens shareholder base, and enables potential uplisting to Euronext Oslo Børs.

Financial terms and conditions

• All-share transaction: BerGenBio and Oncoinvent shareholders receive 25% and 75% of the combined company, respectively, with 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).

• Fully underwritten rights issue of NOK 130 million to follow merger, providing cash runway into 2027.

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

• Rights issue is fully underwritten by existing and external investors, conditional on merger completion.

Integration plans and timeline

• BerGenBio will be the surviving entity, renamed to Oncoinvent, and uplisted to Euronext Oslo Børs/Expand, pending approval.

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

• Board to include representatives from both companies.

• EGM for merger approval scheduled for around 4 August 2025; merger closing expected mid-September 2025.

• Rights issue to be launched and completed after merger finalization.