Nordic Nanovector announces agreement to acquire Thor Medical, an emerging producer of alpha-emitters for radiopharmaceuticals to treat cancer
- Gives Nordic Nanovector access to highly promising new technology that enables the development and production of radionuclides for radioimmunoconjugate-based approaches to cancer treatment, a rapidly growing global market
- The combined company is expected to have funding through 2025.
- Following the acquisition, the new Board of the combined company will evaluate strategic alternatives for Nordic Nanovector's existing pipeline of patents in a standalone financing structure
- Agreement subject to approval at the annual general meeting of Nordic Nanovector to be held on
28 June 2023 ("AGM") - The companies will host a joint presentation on 7 June at
10:00 a.m. CEST to present the proposed acquisition
The agreed exchange ratio in the Transaction is on a 50-50 basis. Following completion of the Transaction, Nordic Nanovector will own at least 98% of the outstanding shares in Thor Medical. Assuming that Nordic Nanovector acquires all of the shares in Thor Medical in the Transaction, then the former shareholders of Thor Medical will own 50% of the post-transaction combined entity and existing Nordic Nanovector shareholders will own 50%. Scatec Innovation AS, currently the largest shareholder in Thor Medical, will become the largest shareholder in the combined company after the Transaction with approximately 24.5% of the issued shares.
Jon Magne Asmyr, Nordic Nanovector's Chairman, added: "The acquisition of Thor Medical is an important strategic step for Nordic Nanovector. Existing Nordic Nanovector shareholders will post-transaction have significant ownership in a very promising technology within the same field of industry and shorter time to profitability. The plan following completion of the acquisition of Thor Medical is to seek to out licence the patents from Nordic Nanovector's pipeline and finance further development of selected projects through a private company."
About Thor Medical
Thor Medical, based in
Thor Medical is in the process of relocating its laboratory and pilot facilities to the University of Oslo. The University of Oslo, in close cooperation with other research institutions in the sector, is in the process of establishing a centre for nuclear research, focusing amongst other things on the use of radionuclides in diagnostics and treatment of cancer.
Thor Medical was founded by Scatec Innovation AS and other shareholders of Thor Energy AS, a company dedicated to research and development on the use of thorium, a weakly radioactive chemical element with the symbol "Th".
Alf Bjørseth, CEO of Thor Medical AS, commented: "At Thor Medical, we believe our technology could bring the promise of radionuclide-based therapies to many more cancer patients. As such, the combination with Nordic Nanovector will enhance our ability and the speed at which we can bring this technology to market. At the time of this announcement, Thor Medical shareholders with a combined holding of more than 90% have committed their support for this transaction, and we anticipate an exciting future for our combined company."
Business focus post-Transaction
The radiotherapeutics market is expected to grow significantly in the coming years and reach close to
More than 50 companies, spanning established pharmaceutical companies and start-ups, are engaged in the development and application of cancer radiotherapy. Thor Medical has established relationships with several of these companies and is continuing to utilize its laboratory and pilot-scale facilities to further refine its product quality in close cooperation with potential customers. Subject to the outcome of customer qualification processes, Thor Medical is currently targeting to make a final investment decision on an industrial scale manufacturing facility in 2025. Capex for the first industrial facility is estimated at
As part of the Transaction, the Parties have agreed to investigate the potential spin-out of Nordic Nanovector's pipeline of patented development stage candidates as an alternative and separate financing structure to continue efforts to develop these assets.
Merger ratio
The agreed exchange ratio in the Transaction is on a 50-50 basis. If the Company acquires all the shares in Thor Medical in the Transaction, the Company shall issue up to 116,959,626 shares to the existing shareholders of Thor Medical, subject to certain resolutions to be made at the AGM.
Board and management
Conditions for completion of the Transaction
The Transaction is subject to customary terms and conditions, including inter alia the following being satisfied or waived by the parties:
- The AGM of Nordic Nanovector approving the Transaction
- Shareholders representing at least 98% of the shares in Thor Medical have signed or adhered to the Agreement
- Election of the nominated Board of Directors
- The combined company's continued listing on Oslo Børs
A notice calling for the AGM to approve the necessary corporate resolutions is expected to be issued on 7 of June.
The Agreement is expected to be closed in Q2'23, following which the Company intends to change its name to Thor Medical ASA. Shareholders representing approx. 29% of the shares in Nordic Nanovector, including North Energy ASA, Jon Magne Asmyr, Sciencons AS (a company controlled by
Lock-up
Shareholders representing 86.03% of the shares in Thor Medical, including Scatec Innovation AS, Scatec Invest II AS, Scatec Invest IV AS, Roht Invest AS, Bergfald Holding AS, Brennebu AS and Alf Bjørseth, CEO have agreed, subject to certain conditions, to a lock-up undertaking of 12 months following closing of the Transaction. Nordic Nanovector shareholders Jon Magne Asmyr,
Advisers
Carnegie Investment Bank is acting as financial advisor to Nordic Nanovector with Advokatfirmaet CLP as legal advisor. Selmer is acting as legal advisor to Thor Medical.
Presentation
A presentation by Nordic Nanovector and Thor Medical will be held in-person and webcast at
Venue: Advokatfirmaet CLP DA, Sommerrogata 13, 0255 Oslo
The associated slides will be available at www.nordicnanovector.com and www.scatecinnovation.no shortly before the webcast.
Contacts
Nordic Nanovector IR enquiries
+47 907 43 017
Thor Medical
+47 90 17 40 80
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
Important information:
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act. The stock exchange announcement was published by
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
Matters discussed in this announcement constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Nordic Nanovector believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Nordic Nanovector undertakes no obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities.
The following files are available for download:
Press release (PDF) |
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SOURCE Nordic Nanovector
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