Nordic Nanovector announces agreement to acquire Thor Medical

June 22, 2023
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Nordic Nanovector ASA (OSE: NANOV) and Thor Medical AS, a privately held company focused on the production of alpha-emitting radionuclides for cancer treatment, today announce that they have entered into a definitive share exchange agreement to combine the two companies in an all-share transaction. Following the transaction, Scatec Innovation will become the largest shareholder in the combined company.

- 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 hosted a joint presentation on 7 June at 10:00 where the proposed acquisition was presented. See the presentation here

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.

Ludvik Sandnes, Nordic Nanovector’s Interim CEO & CFO, commented: - Given the complementary focus and expertise in our two companies, the Nordic Nanovector Board and I believe the proposed acquisition of Thor Medical represents a compelling option for Nordic Nanovector and its shareholders. There is increasing interest in the development of radionuclide-based anti-cancer therapies, and the combined company will have a significant opportunity to address this growing market.

The acquisition of Thor Medical is an important strategic step for Nordic Nanovector

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.

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.

Roy Hartvig Larsen, founder of Nordic Nanovect commented:
- As the suggested Chair of the Technical Advisory Board, I am delighted with this proposed agreement between Nordic Nanovector and Thor Medical to create a company that will be positioned at the heart of radiopharmaceutical development, a rapidly growing global market. I am also excited by the possibility of out licencing Nordic Nanovector’s pipeline and programmes into a new private company. This would represent a more appropriate environment to continue efforts to develop this promising pipeline given the significant funding requirements and longer timelines.

Business focus post-transaction
The radiotherapeutics market is expected to grow significantly in the coming years and reach close to $20bn by 2030. Radionuclide therapy based on alpha emitters is a promising technology for cancer treatment. However, alpha emitters are in short supply and the current production processes are dependent on irradiation, which is expensive and complex. Thor Medical has developed a reliable and environmentally friendly production technology for alpha emitters, independent of nuclear reactors and proton accelerators.

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 NOK 350m with revenues
at >NOK 400m and EBITDA-margins at >50%.

As part of the Transaction, the Parties have a greed 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 certain resolutions to be made at the AGM.

Board and management
Ludvik Sandnes has been nominated to be Chairman of the Board of Directors of the combined company. In addition, John Andersen, Jr. and Mimi Berdal has been nominated as Board members. Alf Bjørseth will take on the role as CEO. Roy Hartvig Larsen will be Chairman of the Technical Advisory Board also consisting of Harald Dugstad, Head of Radionuclide Technology and Supply, Bayer AG, and Brit Farstad, Department Head, Safety & License, Institute for Energy Technology Nuclear Sector.

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 on 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 Roy Hartvig Larsen) and Ekornhuset AS  (a company controlled by Ludvik Sandnes), have irrevocably agreed to vote in favour of the Transaction on the general meeting. Shareholders in Thor Medical collectively holding more than 90% of the shares in Thor Medical on a fully diluted basis have committed to support the Transaction.

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 lockup undertaking of 12 months following closing of the Transaction. Nordic Nanovector shareholders Jon Magne Asmyr, Roy Hartvig Larsen and Ludvik Sandnes have agreed the same.

Advisers

Carnegie Investment Bank is acting as financial advisor to Nordic Nanovector and with Advokatfirmaet CLP as legal advisor. Selmer is acting as legal advisor to Thor Medical.

Contacts

Nordic Nanovector IR enquiries

Ludvik Sandnes, Interim CEO & CFO, +47 907 43 017


Thor Medical

John Andersen, Jr., Chairman of the Board, +47 90 17 40 80