Nordic Nanovector comment on Proposed Merger with APIM Therapeutics

21 Nov 2022 08:01 CET

Oslo, Norway, 21 November 2022

Nordic Nanovector ASA (OSE: NANOV) ("Nordic Nanovector" or the "Company")
desires to share more information with the Company's shareholders about the
proposed merger between the Company and APIM Therapeutics ("APIM"). The Company
has scheduled a webcast, including a question and answers session, on Thursday,
November 24 at 4.30 CET. Practical details regarding the webcast will be issued
in a separate notice. Any questions may be submitted to ir@nordicnanovector.com.

The Board of Nordic Nanovector and its advisors reiterates its belief that the
merger with APIM is in the best interests of all shareholders. The transaction
creates a viable path to future value generation. The largest shareholders in
Nordic Nanovector were made insiders and informed about the contemplated
transaction ahead of the announcement in accordance with market practice.

The strategic review to explore the Company's options has concluded that a stand
-alone strategy is not a viable option. Through the review, Carnegie Investment
Bank ("Carnegie") and the Company have held discussions with over 25 Nordic and
international companies. Detailed discussions took place with several players in
the health care sector, including companies with Phase 2 assets, with valuations
representing higher dilution for Nordic Nanovector shareholders. These
discussions were conducted with big pharma and other biotech companies, both
listed and privately held. Opportunities for a transaction outside the health
care sector, with companies particularly interested in listing on Oslo Børs main
market and in the Company's balance sheet assets, were also investigated.

However, these did not result in terms that were competitive or that recognised
an appropriate valuation of the Company.

The proposed recommended merger with APIM brings access to a highly attractive
Phase 2 oncology asset in ATX-101, a very experienced CEO and CMO, plus a strong
investor base that understands the biotech industry and oncology drug
development and will continue to support the new merged company through the next
phase of its development. As part of the merger process, APIM and the R&D team
at Nordic Nanovector, will evaluate the pipeline of both companies to determine
the product development plan of the combined entity. This plan, including
anticipated future milestones, will be presented to shareholders in the near
future.

The Board urges the shareholders to make their own assessment for their
investment decision and participation at the upcoming general meeting, either by
proxy, advance voting or personal attendance. Despite the unfortunate
circumstances of the Company following the closing of the PARADIGME trial, the
Board of director's opinion is that the proposed transaction is in the best
interest of the Company and its shareholders.

Background to the Proposed Merger

The 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 the Company. The
Company believes that this transaction, in this very difficult market
environment where many biotech companies are running low on cash, represents an
exciting opportunity for all shareholders given the significant and broad
potential of ATX-101, a novel anti-cancer peptide currently in Phase 2 trials.
In addition, the combined company will have the discovery and development
expertise to potentially generate multiple future new drug candidates from its
technology platforms.

Nordic Nanovector's Board has carried out a robust review of its strategic
options over the past months in conjunction with Carnegie. Following this
review, the Board concluded that a stand-alone strategy was not a viable option
given that Nordic Nanovector's pipeline was centred on preclinical drug
candidates that would require significant additional financial resources to
advance and create shareholder value. Hence, the Company's Board believes that
the proposed merger with APIM Therapeutics is in the best interests of the
Company and all its shareholders. This belief is based on the attractive
prospects for the combined company, which is well placed to generate shareholder
value.

In addition, the new combined company will also have the support of a group of
knowledgeable life science investors including Sarsia Seed AS, Trond Mohn
Stiftelsen, Norsk Innovasjonskapital III AS and Investinor Direkte AS.

Advisers

Carnegie Investment Bank is acting as financial advisor to Nordic Nanovector.
Advokatfirmaet Selmer AS is acting as legal advisor to Nordic Nanovector
and KPMG AS assisted Nordic Nanovector with financial due diligence and a
fairness opinion of the exchange ratio.

Advokatfirmaet Schjødt AS is acting as legal advisor to APIM.

Contacts

Jan H. Egberts, Chairman of Nordic Nanovector
+31 614672518
janegberts@aol.com

Malene Brondberg, Interim CEO and CFO of Nordic Nanovector

+ 44 7561 431 762

ir@nordicnanovector.com

Frazer Hall / Mark Swallow (MEDiSTRAVA Consulting)
+44 203 928 6900
nordicnanovector@medistrava.com

About Nordic Nanovector:

Nordic Nanovector is committed to develop and deliver innovative therapies to
patients to address major unmet medical needs and advance cancer care. The
Company's pipeline includes:

· Betalutin® and Humalutin®, both CD37-targeting radioimmunotherapies
incorporating the beta emitter lutetium-177 to treat non-Hodgkin's lymphoma
(NHL);
· Alpha37, a CD37-targeting radioimmunotherapy candidate incorporating the
alpha-emitting radionuclide lead-212, currently being explored with partner
Oranomed for chronic lymphocytic leukaemia;
· Multiple fully humanized anti-CD37 antibodies with potential in
haematological cancers and autoimmune diseases; and
· A CD37 DOTA CAR-T cell opportunity in haematological cancers, which is being
advanced via a research collaboration with the University of Pennsylvania.

Further information can be found at www.nordicnanovector.com.

Important information

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.

More information:
Access the news on Oslo Bors NewsWeb site