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Ultimovacs ASA (OSE: ULTI) ("Ultimovacs" or the "Company") and Zelluna Immunotherapy AS ("Zelluna"), a privately held company pioneering the development of "off the shelf” T- Cell Receptor Natural Killer (TCR-NK) cell therapies for the treatment of solid cancers, today announces that Ultimovacs and shareholders of Zelluna representing more than 99% of the total number of issued and outstanding shares in Zelluna (the "Selling Shareholders") have entered into a definitive business combination agreement (the "Business Combination Agreement") to combine the two companies in a share exchange transaction (the "Business Combination").
In connection with and conditional upon the Business Combination, the Company has received pre-commitments for a private placement (the "Private Placement", and together with the Business Combination, the "Transactions") raising gross proceeds of approximately NOK 51.7 million by issuance of new shares in Ultimovacs (the "Offer Shares") at a subscription price of NOK 2.60 per Offer Share.
Certain highlights from the Transactions are included below:
• The proposed Transactions are a result of a shared view that the Business Combination will bring a powerful convergence of complementary strengths. The combined company can leverage Ultimovacs' established clinical team and public listing status to take Zelluna's novel and proprietary cell therapy platform and pipeline to the clinic. In addition, Zelluna's established platform builders and business development team can contribute by seeking to unlock the potential of Ultimovacs' MultiClick platform.
• The Company is expected to have funding through the second quarter of 2026, taking into account the proceeds from the Private Placement.
• The BCA is subject to, inter alia, approval of the Transactions at the extraordinary general meeting of Ultimovacs expected to be held on or about 9 January 2025 (the "EGM"), confirmation by Euronext Oslo Børs of the continued listing of the Company, and the approval by the Norwegian Financial Supervisory Authority and publication by the Company of a listing prospectus (the "Prospectus") related to listing on Euronext Oslo Børs of the and Offer Shares and Consideration Shares (as defined below) to be issued by the Company to the Selling Shareholders as consideration in the Business Combination.
• The companies will host a joint presentation on Wednesday 18 December 2024 at 09:00 a.m. CET to present the proposed Transactions.
Following completion of the Business Combination, Ultimovacs will own a minimum of 99% of the outstanding shares in Zelluna, and is expected to conduct a compulsory acquisition of any remaining shares in Zelluna in accordance with the Norwegian Public Limited Liability Companies Act Section 4-25, resulting in Zelluna becoming a wholly owned subsidiary of the Company.
After completion of the contemplated Transactions, the Company will have a strong and robust shareholder base with the top 20 shareholders being comprised of high-quality names together holding approximately 80% of the share in the Company.
Company name, board of directors, management and existing incentive programs
As a consequence of the Business Combination, the Company and the Selling Shareholders have agreed that the name of the Company following completion of the Business Combination shall be Zelluna ASA.
Pending approval of the EGM, the Board of Directors of the Company shall with effect from completion of the Business Combination be composed as follows:
• Anders Tuv, Chairman of the Board
• Bent Jakobsen, Board member
• Eva-Lotta Allan, Board member
• Hans Ivar Robinson, Board member
• One additional board member to be announced as soon as possible prior to the EGM
Namir Hassan will be appointed CEO and Hans Vassgård Eid CFO of the Company from completion of the Business Combination.
Namir Hassan, CEO, Zelluna Immunotherapy AS, commented: "This is an exciting moment for Zelluna and Ultimovacs. Zelluna is dedicated to pioneering a ground-breaking, novel and proprietary "off the shelf” cell therapy platform with a lead program nearing the clinic for the treatment of solid cancers. Ultimovacs, a publicly listed company, has built clinical execution expertise treating vast numbers of solid cancer patients. The two companies converge at the perfect time, combining complementary capabilities to take Zelluna's world leading cell therapy platform to solid cancer patients. The combined company will also harness Zelluna's established team of platform builders and business development to contribute in seeking to unlock the potential of Ultimovacs' MultiClick platform.
Together, by uniting strengths, and with a public listing and strong shareholder backing, these companies create a transformative force in the cell therapy field, poised to cure solid cancers, and take the lead on the global stage."
Jónas Einarsson, Chairman of the Board, Ultimovacs ASA, commented: "Today marks a pivotal moment for Ultimovacs and Zelluna providing the greatest opportunity to optimise shareholder value. By combining the established and complementary expertise of both companies with Zelluna's groundbreaking therapy platform, we transform into a company positioned at the forefront of solid cancer treatment innovation."
Effective today, Carlos de Sousa will leave his position as CEO of Ultimovacs ASA. Hans Vassgård Eid is appointed interim CEO of Ultimovacs ASA until completion of the Business Combination. The Board of Directors of Ultimovacs would like to thank Carlos for his valuable contributions to Ultimovacs.
The Company intends to establish a new share incentive program for the combined company after closing of the Transactions, replacing the current respective incentive programs for the two companies.
Business focus after the Transactions
The combined company's objectives will be as follows:
• Advance world's first TCR-NK program targeting MAGE-A4, into first-in-human clinical studies treating solid cancers
• Develop the TCR-NK pipeline
• Seek to unlock the MultiClick technology potential
• Wrap up the UV1 program
Exchange ratio
The Business Combination is based on an agreed equity valuation of the Company of NOK 89.5 million and of Zelluna of NOK 384.8 million, prior to injection of new equity through the Private Placement. The valuation of Ultimovacs corresponds to a valuation of NOK 2.60 per issued and outstanding share in the Company.
As part of the Business Combination, the Company will acquire up to 100% of the shares in Zelluna, and the Company shall issue a minimum of 147,895,791 and up to 147,991,521 shares (the "Consideration Shares") to the existing shareholders of Zelluna, subject to fulfilment of the closing conditions for the Business Combination as further described below.
Conditions for completion of the Business Combination
The Business Combination is subject to customary terms and conditions, including, inter alia, the following being satisfied or waived by the parties:
• The EGM of Ultimovacs approving the Transactions
• Certain warranties of the Selling Shareholders and Company being true and correct in all material respects as of the date hereof and as of the closing date.
• Confirmation by Euronext Oslo Børs of the combined company's continued listing
• Approval by the Norwegian Financial Supervisory Authority and publication of the Prospectus relating to listing of the Consideration Shares and Offer Shares
• All required regulatory clearances being in place, which is expected only to comprise foreign direct investment ownership control in Sweden for shareholders obtaining an ownership above 10% as a result of the Transactions
• The simultaneous completion of registration of issuance of the Offer Shares in the Private Placement equal to minimum gross proceeds of NOK 50 million
A notice calling for the EGM to approve the necessary corporate resolutions in relation to the Transaction is expected to be published on or about 19 December 2024.
The Business Combination Agreement is currently expected to be closed by the end of February 2025, subject to satisfaction of the above conditions for completion.
The fully committed Private Placement
The fully committed Private Placement will comprise of the issuance of a minimum of 19,230,769 Offer Shares at a subscription price of NOK 2.60 per Offer Share, raising gross proceeds of approx. NOK 51.7 million.
The Private Placement is strongly supported by existing shareholders with the full amount being secured through irrevocable pre-commitments from Gjelsten Holding AS, the largest shareholder in Ultimovacs, and several of the largest owners of Zelluna, including Geveran, Radforsk, Birk Venture, Ro Invest, Helene Sundt, Norda, MP Pensjon, INVEN2 and an Oxford Consortium comprised of international private investors with strong knowledge within the Healthcare Sector.
The completion of the Private Placement by allocation and delivery of the Offer Shares to investors is subject to all necessary corporate resolutions being validly made by the Company, including without limitation, inter alia, a resolution by the EGM to issue new shares in the Private Placement, that the relevant investor receives full allocation of Offer Shares equal to their irrevocable pre-commitment and that the share capital increase relating to the Private Placement shall take place prior to or simultaneously with the share capital increase relating to the issuance of Consideration Shares.
Subject to completion of the Private Placement, the Company intends to carry out a subsequent repair offering of up to 3,846,153 new shares at a subscription price per new share of NOK 2.60, directed towards shareholders of Ultimovacs or Zelluna as of close of trading on 17 December 2024 who (i) were not allocated shares in the Private Placement; (ii) were not offered to provide pre-commitments for the Private Placement; (iii) and are not resident in a jurisdiction where such offering would be unlawful or would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action. Any such subsequent offering is subject to publication of a prospectus in accordance with applicable legislation.
Advisors
DNB Markets, part of DNB Bank ASA, acts as financial advisor to the Company in connection with the Transactions. Schjødt acts as legal advisor to the Company in connection with the Transactions.
Presentation
A presentation by Ultimovacs and Zelluna will be held as a webcast at 09.00 CET on 18 December 2024 followed by a Q&A session. To join the webcast please sign up via https://channel.royalcast.com/landingpage/hegnarmedia/20241218_2/.
The associated slides will be made available on the Company's website www.ultimovacs.com.
Contacts
Hans Vassgård Eid, Interim CEO and CFO, Ultimovacs ASA
Email: [email protected]
Phone: +47 482 48632
About Ultimovacs
Ultimovacs is a clinical-stage biotechnology company developing novel immunotherapies against cancer. The product candidate UV1 is an off-the-shelf therapeutic cancer vaccine designed to enhance the benefits of immunotherapy and improve cancer treatment efficacy for patients. UV1 triggers an immune response against the shared cancer antigen telomerase, a target present in 85-90% of all cancer indications across disease stages.
Ultimovacs has been investigating the safety and efficacy of UV1 in a wide-ranging clinical development program including various cancer indications and different immunotherapy combinations. The Phase II programs comprised five randomized clinical trials in melanoma, mesothelioma, head and neck cancer, ovarian cancer, and non-small cell lung cancer. More than 640 patients in the U.S., Europe, and Australia have been enrolled in all Phase I and Phase II trials in the program.
Furthermore, Ultimovacs is developing a novel conjugation technology, named MultiClick. With the objective of driving value and future pipeline growth, this flexible conjugation technology has the potential to be broadly applicable to a variety of therapeutic modalities, such as innovative drug conjugates with favorable pharmacological properties, and in multiple disease areas.
About Zelluna
Zelluna's mission is to deliver transformative treatments with the capacity to cure advanced solid cancers, in a safe and cost-efficient manner, to patients on a global scale.
The Company aims to do this by combining the most powerful elements of the immune system through pioneering the development of "off the shelf” T cell receptor (TCR) guided natural killer (NK) cell therapies (TCR-NK)
The TCR-NK platform offers a unique mechanism of action with broad cancer detection capability to overcome the diversity of tumors and will be used "off the shelf” to overcome scaling limitations of current cell therapies
The Company is led by a management team of biotech entrepreneurs with deep experience in discovery through to clinical development of TCR and cell-based therapies including marketed products.
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Ultimovacs is listed on the Euronext Oslo Stock Exchange (OSE: ULTI).
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to Section 5-12 in the Norwegian Securities Trading Act.
This stock exchange announcement was published by Hans Vassgård Eid, CFO of Ultimovacs ASA, on 17 December 2024 at 17.45 CET.
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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 Ultimovacs 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. Ultimovacs 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.
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