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(Oslo, 21 November 2016)
Bionor Pharma ASA (OSE: BIONOR) has entered into an agreement to acquire the entire share capital of Solon Eiendom AS ("Solon Eiendom") for a total consideration of approximately NOK 1,000 million (the "Acquisition") settled by issuing 6,666,666,666 new shares (the "Consideration Shares") in Bionor Pharma ASA ("Bionor" or the "Company") at NOK 0.15 per share to the sellers of Solon Eiendom, Alden AS, Dukat AS, Hortulan AS, John Galt Invest AS, MRD Holding AS and Solon AS (the "Solon Shareholders").
Solon Eiendom is a leading residential property developer in the Oslo region that delivers high quality housing. As a consequence of the new significant business area, the Company plans to change its existing management and, subject to a successful completion of the Acquisition, consider proposing changes to the Board of Directors. The current intention is to propose that Andreas Martinussen, the current Chief Executive Officer of Solon Eiendom, shall be appointed as the Chief Executive Officer for Bionor and Tarjei Røise Warholm shall be appointed as Chief Financial Officer. The existing Chairman of the Board of Directors of Solon Eiendom, Simen Thorsen, will be proposed as the new Chairman of the Board of Directors. Einar J. Greve, the current Chairman of the Board of Directors of the Company will be proposed as Vice Chairman of the Board of Directors, and Tore Aksel Voldberg, Bente Bøhler and Katarina Finneng will be proposed as board members. It will also be proposed that Bionor changes name to Solon Eiendom ASA. Please find attached an updated company presentation that further presents the new business area of Company.
In Q3 2016, Bionor put all preparatory activities of the planned clinical program on hold and initiated a strategic review of Vacc-4x, and the clinical development plan to ensure it is up to date going forward. For this Bionor has engaged a group of highly experienced international HIV scientific, clinical and commercial experts to propose updated development plans going forward. This process is currently ongoing and is done in close collaboration with the company. The same expert group is engaged in the strategic partnership assessment.
In order to finance the acquisition of a minority stake in a property project in Ski for approximately NOK 60 million, acquisition of land for new projects and for general corporate purposes, Bionor intends to carry out a private placement of 1,000,000,000 new shares at NOK 0.15 per share with gross proceeds of NOK 150 million and in addition, the Solon Shareholders intends sell down 1,000,000,000 Consideration Shares at NOK 0.15 per share (the "Private Placement"). Dukat AS (owned by Tore Aksel Voldberg), MRD Holding AS (owned by Simen Thorsen) and Solon AS (owned by Tore Aksel Voldberg) will sell 333,333,333, 333,333,334 and 333,333,333 Consideration Shares, respectively. The Private Placement is planned to be executed before 16 December 2016 and will be directed at Norwegian and international professional investors and have a minimum subscription amount of the NOK equivalent of EUR 100,000. In addition the Company plans to carry out a rights issue of 666,666,666 new shares at NOK 0.15 per share directed at existing shareholders of Bionor that does not participate in the Private Placement (the "Subsequent Offering") and who are not resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway, which would require any filing, registration or similar action. The Company intends to seek listing for the subscription rights for the Subsequent Offering. The Private Placement and the Subsequent Offering are fully underwritten. The Company has engaged Arctic Securities AS, DNB Markets, a part of DNB Bank ASA, and Sparebank 1 Markets as managers for the Private Placement and the Subsequent Offering (the "Managers").
The Private Placement and the Subsequent Offering are fully underwritten by a group of Norwegian and international institutional investors and family offices , and existing shareholders of the Company, including companies associated with the Company's largest shareholder, Ferncliff Listed Dai, and Cipriano AS, controlled by the chairman of the Board of Directors, Einar J. Greve (the "Underwriters"). The Underwriters will receive an underwriting fee of approximately NOK 5 million in the aggregate from the Company and NOK 3 million in aggregate from the Selling Shareholders, and the Underwriters are guaranteed allocation of Offer Shares in the Private Placement for an amount corresponding to the lower of (i) 50% of its underwriting obligation in respect of the Private Placement, and (ii) 50% of the number of shares which the guarantor has applied subscription for in the Private Placement.
Completion of the Acquisition, the Private Placement and the Subsequent Offering, is subject to, among other things, approval by the shareholders of the Company at an extraordinary general meeting (the "EGM") which is scheduled for on or about 14 December 2016. The notice for the EGM will be sent to the shareholders in due course. The largest shareholders of the Company, including Ferncliff Listed Dai, Lars H. Høie, Cipriano AS and Alden AS, have signed a lock-up undertaking until the EGM and have undertaken to vote in favour of such resolutions at the EGM. Following the issuance of the Consideration Shares, the Private Placement and the Subsequent Offering, the Solon Shareholders will own approximately 58 per cent of the Company. The Solon Shareholders have undertaken a lock-up of 12 months to the Managers, subject to certain conditions.
The Acquisition of Solon Eiendom is expected to be completed in due course, and as soon as practicably possible following the EGM, i.e. in December 2016. In addition to the foregoing EGM approval of the Acquisition and the Private Placement, the closing of the Acquisition is subject to certain customary closing conditions for transactions of this kind, but the transaction is not subject to regulatory approval.
"Solon Eiendom is a residential property developer that operates in the Oslo region. It has a solid track-record and a highly experienced management team. Based on Solon Eiendom's land bank and ongoing projects, the Company is set for growth and consequently we believe this acquisition will be an important step for the Company to create shareholder value", says Einar J. Greve, Chairman of the Board of Directors.
In connection with the Acquisition, the CFO of Solon Eiendom, Tarjei Røise Warholm, will receive a cash bonus of NOK 100,000. Further, Solon Eiendom's current agreement with CEO Andreas Martinussen has been renegotiated, subject to completion of the Acquisition. Finally, the Company has been entered into an agreement with Cipriano AS, in which the latter has through the chairman Einar J. Greve acted as an strategic advisor in connection with the Acquisition and Private Placement and is entitled to a project fee of NOK 3 million (excluding VAT), subject to completion of the Acquisition.
For more information, please contact:
Einar J. Greve Chairman of the Board, Bionor Pharma ASA E-mail: ejg@cipriano.no Cell Phone: +47 900 27 766
Simen Thorsen Chairman of the Board, Solon Eiendom AS E-mail: st@soloneiendom.no Cell Phone: +47 918 86 886
Unni Hjelmaas Acting Chief Executive Officer, Bionor Pharma ASA E-mail: uh@bionorpharma.com Cell Phone: +47 915 19 651
About Solon Eiendom Solon Eiendom is a Norwegian residential real estate development company focusing on the Oslo and Akershus region. Solon Eiendom was established in 2006 by founder Simen Thorsen and investor Tore Aksel Voldberg. The company has since its incorporation delivered 570 units with a corresponding sales value of close to NOK ~3 billion and sold more than 800 units with a total sales price of more than NOK ~4 billion. Solon Eiendom delivered revenues of approximately NOK 241 million (NGAAP), NOK 328 million (NGAAP) and NOK 805 million (NGAAP) in 2013, 2014 and 2015, respectively. Solon Eiendom delivered EBIT of NOK 20 million (NGAAP), NOK 50 million (NGAAP) and NOK 115 million (NGAAP) in 2013, 2014 and 2015, respectively. Solon Eiendom had total assets of NOK 602 million (NGAAP), NOK 817 million (NGAAP), NOK 1,376 million (NGAAP) in 2013, 2014 and 2015, respectively. The current Board of Directors of Solon Eiendom consists of Simen Thorsen and Tore Aksel Voldberg. The executive management of Solon Eiendom is CEO Andreas Martinussen, CFO Tarjei Røise Warholm, and the company has in total 16 employees. Solon Eiendom is currently owned by Alden AS (15 per cent), Dukat AS (14 per cent), Hortulan AS (22 per cent), John Galt Invest AS (2 per cent), MRD Holding AS (18 per cent) and Solon AS (29 per cent).
About Bionor Bionor's mission is to enable the immune system to fight HIV infection. Bionor is the first company, which has successfully completed a clinical trial using the shock and kill approach, thereby creating a strong foundation for further advancing its therapeutic vaccine Vacc-4x in combination with other agents towards a functional cure. The company believes it has first mover potential based on clinical results to date and early adoption of the shock and kill strategy. In December 2015, Bionor announced that the HIV trial REDUC with Vacc-4x and romidepsin successfully met its primary endpoint by reducing latent HIV reservoir and further demonstrated control of viral load. Bionor currently retains full ownership rights to the HIV immunotherapy Vacc-4x, i.e., the upside potential from partnering or licensing remains with the company's shareholders. Bionor is listed on Oslo Børs (OSE: BIONOR). More information about Bionor is available at www.bionorpharma.com .
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