On June 30, 2025 BerGenBio ASA (OSE: BGBIO) ("BerGenBio" or the "Company") and Oncoinvent ASA (OSE: ONCIN) ("Oncoinvent") reported that they have entered into a merger agreement (the "Agreement") to combine the two companies through a statutory merger (the "Merger"), where BerGenBio will be the acquiring entity (Press release, Oncoinvent, JUN 30, 2025, https://www.oncoinvent.com/press-release/bergenbio-and-oncoinvent-a-rising-innovator-in-radiopharmaceutical-cancer-therapies-announce-proposed-merger-and-a-fully-underwritten-rights-issue/?utm_source=mailpoet&utm_medium=email&utm_source_platform=mailpoet [SID1234654177]).

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Following the Merger, the combined company shall carry out a fully underwritten rights issue.

The Merger puts BerGenBio’s capital and listing to productive use by strengthening Oncoinvent’s ability to execute on its clinical strategy and advance potentially life-changing treatments for patients with cancer in the abdominal cavity (peritoneal carcinomatosis).
The exchange ratio in the Merger will be 25% to BerGenBio and 75% to Oncoinvent corresponding to 1.20268049 shares in BerGenBio per share in Oncoinvent and values BerGenBio prior to the Merger at NOK 65 million, which represents a significant premium to what would be available for distribution to BerGenBio’s shareholders in a solvent liquidation scenario, and a premium of 19% compared to the closing price on Monday 30 June 2025. The Merger values Oncoinvent at NOK 195.5 million, which corresponds to its valuation in connection with the listing on Euronext Growth in December 2024 and a premium of 8% compared to the closing price on Monday 30 June 2025.
The Merger will add approximately NOK 45 million in cash to fund Oncoinvent’s clinical development plan. Moreover, the combination will substantially broaden the shareholder base, improving liquidity in the share and enable an uplisting from Euronext Growth Oslo, subject to approval by the Oslo Stock Exchange.
Subject to approval by the extraordinary general meetings of BerGenBio and Oncoinvent, Euronext Oslo Børs’ approval of the continued listing and completion of the Merger, the merged company will carry out a fully underwritten rights issue of NOK 130 million (the "Rights Issue"). The proceeds from the Rights Issue is expected to provide the merged company with a cash runway into 2027, beyond the interim readout from Oncoinvent’s ongoing Phase 2 trial in ovarian cancer, expected H2 2026.
The Merger is supported by BerGenBio’s largest shareholder Meteva AS and Oncoinvent’s largest shareholders Hadean Capital I AS and HVentures Capital I AB (together "Hadean Ventures") and Linc AB, all of whom have entered into voting undertakings to vote in favour of the Merger and lock-up commitments for a period of six months following this announcement.
The Agreement follows from the strategic review that BerGenBio has conducted, in cooperation with DNB Carnegie, to optimise shareholder value following its decision to discontinue the BGBC016 study.

Anders Tullgren, chair of the board of BerGenBio, stated: "I am very pleased to be able to announce our joining forces with Oncoinvent. This Merger, which is backed by the boards of both companies, is the result of an extensive review that explored a range of strategic options for BerGenBio. The Merger gives BerGenBio shareholders a part of an exciting company leveraging Norwegian radiopharmaceutical technology, which has already seen encouraging preliminary efficacy data, without safety concerns. We are confident that this is the best option for current BerGenBio shareholders."

Øystein Soug, CEO of Oncoinvent and forthcoming CEO of the merged company, stated: "We are very excited for the time ahead and to continue the execution of our focused strategy to develop Radspherin in ovarian cancer. We are on track with our randomised phase 2 trial. Going forward with a strengthened balance sheet, we believe the company will be a transformative force in the radiopharmaceutical therapy field, improving the lives of patients with cancer in the peritoneal cavity."