Oslo, 9 January 2025: Reference is made to the stock exchange notices published by Ultimovacs ASA (the "Company") on (i) 17 December 2024 regarding the contemplated business combination between the Company and Zelluna Immunotherapy AS (the "Business Combination") and the fully committed private placement with gross proceeds of approx. NOK 51.7 million (the "Private Placement") and (ii) today on 9 January 2025 regarding the approval by an extraordinary general meeting of the Company (the "EGM") of relevant resolutions related to the Business Combination and the Private Placement. The Business Combination and the Private Placement are hereinafter referred to as the "Transactions".
Following the EGM's resolutions to approve the issuance of 167,864,598 shares in aggregate through the Transactions, and subject to completion of the Transactions, certain of the Company's and Zelluna Immunotherapy AS' major shareholders will cross threshold for disclosure of shareholdings pursuant to Chapter 4 of the Norwegian Securities Trading Act as follows:
- Geveran Trading Company Ltd. has been allocated 4,230,769 offer shares in the Company in the Private Placement and will receive 20,847,543 consideration shares in the Business Combination, increasing its shareholding from 0 shares and votes to 25,078,312 shares and votes (approx. 12.4%) in the Company after completion of the Transactions.
- Radforsk has been allocated 1,038,461 offer shares in the Company in the Private Placement and will receive 22,156,490 consideration shares in the Business Combination, increasing its shareholdings from 1,519,263 shares and votes (approx. 4.4% as of the date hereof) to 24,714,214 shares and votes (approx. 12.2%) in the Company after completion of the Transactions.
- Inven2 AS has been allocated 384,615 offer shares in the Company in the Private Placement and will receive 19,357,583 consideration shares in the Business Combination, increasing its shareholdings from 1,265,139 shares and votes (approx. 3.7% as of the date hereof) to 21,007,337 shares and votes (approx. 10.4%) in the Company after completion of the Transactions.
- Gjelsten Holding AS has been allocated 3,653,846 offer shares in the Company in the Private Placement and will not receive any consideration shares in the Business Combination, thus decreasing its total percentage of shares as a result of the Transactions from 6,495,866 shares and votes (approx. 18.88% as of the date hereof) to 10,149,712 shares and votes (approx. 5.0%) in the Company after completion of the Transactions.
- Takeda Ventures, Inc. will receive 12,389,348 consideration shares in the Business Combination, increasing its shareholdings from 0 shares and votes to 12,389,348 shares and votes (approx. 6.1%) in the Company after completion of the Transactions.
- Birk Venture AS has been allocated 538,461 offer shares in the Company in the Private Placement and will receive 14,196,604 consideration shares in the Business Combination, increasing its shareholdings from 0 shares and votes to 14,735,065 shares and votes (approx. 7.3%) in the Company after completion of the Transactions.
