15 June 2006
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Clavis Pharma ASA has decided to effect an equity offering of 4.44 million new shares or approx. NOK 200 million. The offer price is determined at NOK 45.50 per share, representing a total pre-transaction equity value of approx. NOK 375 million.
The proceeds of the transaction will enable Clavis Pharma ASA to accelerate and expand the development programme, increase business development capacity, establish a sales & marketing infrastructure in the Nordic region, and to fund other general corporate purposes.
The subscription period will be from today until and including Friday 16th June 2006 (16:30). Clavis Pharma ASA and the Managers reserve the right to close the subscription period upon short notice or to extend the subscription period at their own discretion.
The offering is conditioned upon approval of the listing application by the board of directors at Oslo Børs on the 22 June 2006 and the board of directors of the company resolving the share issue pursuant to the authorisation given by the general meeting of Clavis Pharma ASA on 16th May 2006. Minimum subscription and allocation amount for each investor in the equity offering is NOK 500,000.
The current main shareholders (Hydro, NeoMed, MVM and Braganza) have decided to subscribe in the offering for a total of NOK 40 million. The main shareholders, board of directors and top management have furthermore agreed to a 6 months lock-up period following the offering. A subsequent retail oriented offering of approx NOK 30 million is scheduled subsequent to the completion of this equity offering in order to additionally increase the shareholder base.
The company will host a lunch presentation in relation to the equity offering at Grand Hotel, Karl Johans gt. 31 at 12:00.
Clavis Pharma ASA has retained Carnegie ASA as Lead manager, DnB NOR Markets as Co-Lead Manager and Terra Securities as Sales agent.
Contact details:
Tom Pike
Chief Executive Officer,
Tel: +47 9151 9652
tom.pike@clavispharma.com
www.clavispharma.com
About Clavis Pharma
Clavis PharmaTM was founded in 2001 by Norsk Hydro and NeoMed. The company develops new and superior pharmaceuticals based on its proprietary
Lipid Vector Technology (LVT). LVT involves the synthesis of specific fatty acid analogues of pharmaceutical agents, thereby
creating new chemical entities with improved biological properties. LVT has the potential to improve drug performance and
dosing characteristics and to reduce the side effects of drug treatment for serious illnesses, such as cancer and infectious
diseases. The technology is based on more than a decade of research conducted by Norsk Hydro, a major Norwegian industrial
group. The intellectual property currently consists of more than 150 internationally granted patents within 5 patent families.
The company's product portfolio includes three new cancer drugs, of which the first ELACYTTM, is in
clinical phase II, the second CP-4126, is entering clinical phase I, and the third is in the pre-clinical phase. Research
results so far indicate that ELACYTTM has a promising potential for several cancer indications within solid tumours and leukaemia. Clavis Pharma's largest investors
are: MVM Fund, NeoMed Innovation III, Norsk Hydro, Braganza AS and Techinvest II DA (Høegh).
Additional information on Clavis Pharma can be found at: www.clavispharma.com
Disclaimer
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States
of America, Canada or Japan. The materials do not constitute an offer of securities for sale in the United States or to the
public in the United Kingdom. The information contained herein shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdictionin which such offer,
solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities
laws of any such jurisdiction.
This news release contains forward-looking statements and forecasts based on uncertainty, since they relate to events and
depend on circumstances that will occur in the future and which, by their nature, will have an impact on results of operations
and the financial condition of Clavis Pharma. There are a number of factors that could cause actual results and developments
to differ materially from those
expressed or implied by these forward-looking statements. Theses factors include, among other things, risks associated with
technological development, the risk that research & development will not yield new products that achieve commercial success,
the impact of competition, the ability to close viable and profitable business deals, the risk of non-approval of patents
not yet granted and difficulties of
obtaining relevant governmental approvals for new products.
No expressed or implied representations or warranties are given concerning Clavis Pharma or the accuracy or completeness of the information or projections provided herein, and no claims shall be made by the recipient hereof by virtue of this Information Memorandum or the information or projections contained herein. Any representations or warranties made to an investor in Clavis Pharma will be subject to separate sale and purchase agreements to be negotiated between the parties.