News

Latest news

Hide mandatory notifications of trade

TRANSACTION RELATING TO THE VOLUNTARY OFFER OF ALL THE SHARES IN BIONOR IMMUNO AS

05.02.2010 - On 14 January 2010, Nutri Pharma ASA ("NUT" or " Nutri Pharma") submitted a voluntary offer to purchase all of the shares and warrants in Bionor Immuno AS ("BI" or "Bionor Immuno")

This extended stock exchange announcement has been
prepared in accordance with Oslo Børs Continuing
Obligations Article 3.4. It is expressly noted that
the transactions described herein are subject to
corporate approvals and fulfillment of certain
conditions.


1. The transaction and its parties

1.1 The transaction

On 14 January 2010, Nutri Pharma ASA ("NUT" or "Nutri
Pharma") submitted a voluntary offer to purchase all
of the shares and warrants in Bionor Immuno AS ("BI"
or "Bionor Immuno"). The acceptance period of the
voluntary offer was from 14 January 2010 to 20
January 2010 at 16:00. To date, the offer has been
accepted by approximately 98 % of the shareholders
and 82 % of the warrant holders of BI.

In accordance with the voluntary offer of the BI
shares and warrants, NUT has secured commitments for
a private placement. The purpose of the private
placement is to finance the further operations of BI.
The book-building for the private placement closed on
29 January, and NUT has received orders for and
resolved that it will allocate 50 million shares.
This is subject to the necessary corporate
resolutions being made, and that the conditions for
completion of the voluntary offer of all the shares
and warrants of Bionor Immuno AS are fulfilled or
waived. Issuance of listed shares is subject to a
prospectus for the listed shares being approved by
the Oslo Stock Exchange. The subscription price in
the Private Placement has been set on the basis of a
book-building process at NOK 2.00 per share. Gross
proceeds amounts to NOK 100 million. Pareto
Securities AS has acted as Lead Manager and book-
runner and Orion Securities as Co-manager (together
the "Managers") in the private placement. For further
information regarding the private placement, please
see press releases dated 25 January 2010.

The owners of the ordinary shares in BI are offered
0.5 shares in NUT as payment for each share in BI.
This means that the shareholders of BI will receive 1
share in NUT as payment for 2 shares in BI. The
payment for transfer of issued shares in BI to NUT
will be settled by issuance of up to 44,649,266 new
shares (the "Remuneration Shares") in NUT to the
shareholders of BI (the "Remuneration Share Issue").
(The Remuneration Shares include 1 million shares in
NUT issued to Bionor AS as payment for transfer of 2
million shares in BI issued in connection with a
capital increase by conversion of debt (the "Debt
Conversion")). The issuance of the Remuneration
Shares will be approved by the extraordinary general
meeting of NUT scheduled to take place 12 February
2009. 

The holders of the warrants in BI are offered new
warrants in NUT as replacement for the warrants in BI
on the basis of the same terms of trade as the ratio
between the Remuneration Shares and the shares of BI,
however, in such way that 1 warrant in BI gives the
right to 1 warrant in Nutri Pharma at twice the value
as agreed value of the strike price in BI. Other
conditions will continue to apply. The issuance of
the warrants in NUT by settlement of the warrants in
BI shall be approved in the same extraordinary
general meeting as the issuance of Remuneration
Shares. The new warrants of NUT will be issued as
separate transferable financial instruments.

Thus, the voluntary offer will not result in any form
for cash payments to the shareholders or warrant
holders of BI. It will only be issued whole number of
shares and warrants in NUT based on the number of
shares and warrants in BI (rounded down).

The completion of the transaction is subject to the
fulfillment, or waiver by NUT of all of the following
conditions:

i) NUT shall have received commitments for
minimum NOK 50 million in relation to the Private
Placement, which takes place in connection with the
Remuneration Share Issue;

ii) Issuance of the Remuneration Shares and the
shares in the private placement pursuant to valid
resolutions by the general meeting for NUT for such
share issues;

iii) All necessary governmental, stock exchange
and third party consents and approvals in order to
complete the voluntary offer have to be granted on
terms and conditions acceptable to NUT;

iv) All encumbrances, restrictions or third party
rights over key assets including that IPR rights of
BI are released;

v) All non issued share options or other rights
to shares in BI and the warrants to the board of
directors of BI are erased (except for subscription
rights or shares for partial conversion of loan
pursuant to vi) and vii below,

vi) BI shall conduct the business on the basis of
its usual business operations and in compliance with
Norwegian law. BI shall not issue shares (except for
the 2 million shares in connection with the Debt
Conversion which is assumed to be issued before the
issuance of Remuneration Shares takes place), and
shall not enter into any agreements with any related
party or any third party which gives such party a
benefit at the expense of BI. Further, BI shall not
enter into any loan agreements, or otherwise enter
into any agreements or understandings which are not
in the ordinary course, without the approval of NUT;

vii) No event has occurred after 15 February 2010
which may be deemed to have a material adverse effect
on BI and its shares or NUT's ability to acquire the
shares of BI, however, this condition cannot be
invoked by NUT after 15 February 2010 on the basis of
circumstances that could be invoked before 15
February 2010 pursuant to clause viii) below; 

viii) NUT has performed a confirmative due
diligence without any material findings within 15
February 2010, however, this condition cannot be
invoked by NUT after 15 February 2010;

ix)  The board of BI must approve the transfer of
shares pursuant to the Voluntary Offer in accordance
with the company's articles of association and the
Norwegian Private Limited Liability Company Act.  


In addition it is a condition that at least 95% of
the shareholders are bound by their acceptance and
that the Debt Conversion is completed at the time of
completion of the offer. The offer has at present
time been accepted by approximately 98 % of the
shareholders, NUT has secured commitments for a
private placement of NOK 100,000,000, and the
shareholders of BI have been given notice for an
extraordinary general meeting regarding the Debt
Conversion to be held on 11 February.

A prospectus will be issued in accordance with the
transaction, to be approved by Oslo Stock Exchange
subsequent to receipt of the commitments for the
private placement and the approval by shareholders of
the necessary corporate resolutions in Nutri Pharma. 
    
1.2 The Parties

Nutri Pharma is a Norwegian public limited liability
company registered in the Norwegian Register of
Business Enterprises with register number 966 033
967.

The company is one of the leaders in soy technology
for treatment and prevention of lifestyle-related
diseases and has developed unique patent protected
products, in the following fast growing areas:
· Weight management & meal replacement products
· Dietary supplements for cardiovascular
health, female health and sports nutrition
· Functional foods for cholesterol reduction
These products have been documented through more than
30 clinical and preclinical studies, organised and
performed according to pharmaceutical standards.
Nutri Pharma has invested an estimated EURO 20
million in the scientific validation of its product
development and patents.

Nutri Pharma has three employees at its Oslo
headquarters and a lean marketing and sales
organization based on outsourcing. The Nutri Pharma
share is registered in the Norwegian Central
Securities Depository (VPS) and listed on the Oslo
Stock Exchange, under the ticker code NUT. 

For further information regarding Nutri Pharma,
including stock exchange reports and financial
information, please see www.nutripharma.com.
 
Bionor Immuno is a Norwegian private limited
liability company organised under the laws of Norway
in accordance with the Norwegian Private Limited
Companies Act, registered in the Norwegian Register
of Business Enterprises with registration number 982
248 108.

The company is a Norwegian based biotechnology
company that has developed a unique proprietary
technology platform for modified peptide derived
vaccines. By improving the precision of antigen (a
substance that prompts the generation of antibodies
and can cause an immune response) presentation and
increasing the immunogenicity through peptide
modifications the company can effectively target
diseases caused by mutating viruses. The technology
may prove advantageous within the treatment of
resistant viral diseases and satisfy documented unmet
medical needs.

Bionor Immuno has an extensive and promising pipeline
of products and product candidates in clinical and
preclinical stages of development:


· Vacc-4x
· Vacc-C5
· INFLUENZA
· HCV
· HPV

Bionor Immuno has been issued a total of 3 patent
families, of which 44 country specific patents relate
to the HIV 1 p24 peptides included in Vacc-4x.

Since  its establishment in year 2000, the company
has been funded by Bionor AS, its shareholders and by
grants. Bionor Immuno has raised approximately NOK
242 million to date through grants, equity and
shareholder debt funding.

Bionor Immuno has 14 employees. The Bionor Immuno
share is registered in the Norwegian Central
Securities Depository (VPS).

2. Timing

Pending completion of the Voluntary Offer, including
securing the necessary financing pursuant to the
Private Placement, NUT aims to complete the
transactions in February 2010. An extraordinary
shareholders meeting will be held in NUT on 12
February. The Board has proposed that the
shareholders of NUT make the necessary decisions in
order to secure the required corporate approvals for
issuance of the shares pursuant to the Voluntary
Offer and the Private Placement.  Settlement of
listed shares will take place subsequent to approval
by the Oslo Stock Exchange of a prospectus for the
transactions, including, if relevant, for a
subsequent repair offer to current shareholders in
NUT who have not been invited to subscribe for shares
in the Private Placement.

3.Description of Bionor Immuno AS affected by the
transaction

Bionor Immuno AS is a Norwegian private limited
liability company organised under the laws of Norway
in accordance with the Norwegian Private Limited
Companies Act.  The company was incorporated on 14
July 2000 and registered in the Norwegian Register of
Business Enterprises on 4 August 2000, with
registration number 982 248 108. The company's
registered office and principal place of business is
Klostergata 33, Skien, Norway, PO Box 2870, 3702
Skien, Norway. Tel: +47 3 5 90 85 00, fax: +47 35 90
85 01, website: www.bionorimmuno.com

Bionor Immuno's technology basis and building of know-
how was founded 15 years ago in connection with the
diagnostics product development and business of the
parent company Bionor AS, which was founded in 1985.

The vaccine development at Bionor AS was spun out
year 2000, giving birth to Bionor Immuno AS and a
sister company, Bionor Laboratories AS, which
retained the diagnostics business. The split of
businesses based on a need for facilitating
investments into the clinical HIV vaccine program.
The company has subsequently grown into an emerging
vaccine company covering broad aspects of drug
development and therapeutic areas. Since the spin-
off, the company has been funded by Bionor AS, its
shareholders and by grants. Bionor Immuno has raised
approximately NOK 242 million to date through grants,
equity and shareholder debt funding.

Bionor Immuno has a fully owned subsidiary named
Bionor Immuno Inc wich was established in 2007.
Bionor Immuno Inc was established as a vehicle for
Bionor Immuno's financing, marketing and clinical
development activities in the US. Bionor Immuno Inc.
is a Delaware incorporated Limited Company,
established in September 2007, with office address in
Maryland, US.  The company has one employee who is
representing the group in US.

The following illustrates the legal structure of
Bionor Immuno AS:

 

 

 


Board of Directors in the company consists of the
following persons:
Douglas Watson, Chairman of the Board
Barbara Bulc
Jon Fretheim
Reidar Langmo 
Torbjørn Haukvik, Deputy Member of the Board 

Senior Management of the company consists of the
following persons:
Tomas Settevik, President and CEO
Gregory S. Patrick, Senior VP & CFO  
Birger Sørensen, Executive VP Platform and Product
Technology
Per Bengtsson, Senior Vice President Development & CMO
Maja Sommerfelt, Vice President & CSO
Ellisiv Rogan, Director Legal Affairs

Bionor Immuno currently has 14 full time employees.

The table below presents key financial data for the
years ended 31 December 2009 (unaudited), 2008 and
2007.


      
   Bionor Immuno AS 
          2009 
 2008   2007 
  Amounts in NOK thousands 
  NGAAP  NGAAP  NGAAP
 
          Un-audited
   Audited   Audited 
      
    
Operating income    24
  192  373 
Operating loss    -22 551 
 -17 918  -10 130 
Net loss     -23
227   -21 449   -11 760 
      
    
Non-current assets    135
472  99 423  73 872 
Total current assets    18 850
  32 630  33 577 
Total Assets    154 323 
 132 053   107 449 
      
    
Total equity    83 954 
 62 208  43 963 
Total liabilities    70 369
  69 845  63 486 
Total Equity and Liabilities   154
323   132 053   107 449 


The registered share capital of Bionor Immuno prior
to registration of 2 million shares under the Debt
Conversion  is NOK 436,492.66 divided into 87,298,532
ordinary shares with a nominal value of NOK 0.005 per
share. After completion of the Debt Conversion,
Bionor Immuno will have 22 MNOK in interest bearing
debt.

4. The implications of the transaction for Nutri
Pharma

Nutri Pharma considers Bionor's ground breaking
research within the area of vaccinations very
interesting. As a listed company with an established
commercial activity, Nutri Pharma intends to
contribute, through the raising of equity, in the
financing and development of this research until the
product candidates enter into the commercialization
phase. The company views the transaction as highly
accretive to shareholder value and as a vehicle for
future growth for the combined company (Nutri Pharma
and Bionor together) (the "Combined Company").

The transaction will have considerable implications
for the company. The transaction will significantly
alter the outlook and composition of the company,
with expansion into new fields of research and
development with new products and new markets. In
addition, the transaction will affect the number of
employees, the composition of the management and
Board of Directors, and the company's business
strategy. The implications have been outlined below
in the description of the Combined Company.

The Combined Company will become a Norwegian based
biotechnology company with two lines of activity
focusing on  development and commercialization of i)
vaccines based on peptide derived technology and ii)
health and nutritional supplements based on soy
technology. The Combined Company will seek to
strengthen its unique position within peptide based
vaccines through the development of the Bionor
Immunos considerable R&D pipeline, currently
comprising 3 candidates in various stages of pre-
clinical and clinical trials and several more ready
to enter a pre-clinical stage 2010. This business
line has the potential to ensure long-term growth and
expansion into several areas of treatment and
prevention.

The second line of activity is based on Nutri
Pharma's successful, scientific research and
development of products based on bio-active fractions
of the soy bean. These products address health
challenges in sectors such as diet and weight
control, heart health, women's health, and other
issues related the metabolic syndrome. These soy
based products have been clinically proven to prevent
the development of metabolic related conditions, but
also reverse such undesired and potentially life
threatening conditions.  

The Combined Company will be headquartered in Oslo,
with research facilities in Skien, Norway. The
Combined Company will have approximately 19 employees
of which 12 will work with research and development.
Bionor Immuno AS will become a wholly owned
subsidiary of Nutri Pharma ASA.

The addition of Bionor will, to some extent, expand and alter the current strategy. The business idea will continue to be the commercialization and capitalization of the unique health related research and development results. With the expansion into a
separate business area and the difference in stages of maturity between the two product portfolios the company will adopt a two tiered approach, one focusing on developing the individual candidates of Bionor's product portfolio to a stage where the company can enter into strategic partnerships, and one focusing on increasing market penetration, building brand value and evaluating product extensions for the existing product line.

Both areas will have a common business model, with
shared characteristic, all though they will be at
different stages of commercialization. Important
aspects of the business model include:

· Retaining control over rights to products and
product candidates
The company will hold all rights to its products and
product candidates currently under development. The
company will maintain a position such that it holds
all IPR rights associated with its products in the
future.

· Continuous evaluation of strategic options
towards commercialization
The company will continuously evaluate strategic
options and actively pursue partnership and/or
alliances with entities capable of enhancing the
value of the company's product portfolio. The company
will at any given stage of product development
evaluate its strategic options in order to ensure
optimal shareholder value accretion and timely
progress towards commercialization.

· Continue to develop multiple candidates to
increase probability of success
The company will seek to further leverage core
technologies by expanding its offer to additional
markets and products.

· Outsourcing of all non-core activities
In order to have a streamlined R&D organization the
company will outsource all non-core activities,
including production, marketing, sales, and other
support functions not deemed essential to the success
of the company.

 

 

5. Agreements with close parties

NUT will consider implementing an incentive program
for key employees in the Combined Company, including
key employees in Bionor, but has currently not
entered into any agreement with any board member or
senior employee of Bionor in connection with the
transaction. The board of NUT has requested that the
shareholders of NUT approve an authorization to the
board to issue up to 4.5 million shares in NUT for
the board's implementation of an incentive scheme for
key employees and senior management, to be decided by
the board on a discretionary basis.

There are currently ongoing discussions with Mr.
Thorleif Krarup who will be proposed by the current
board as new Chairman of the Board of Directors, with
regards to his compensation for such work.

 Disclaimer
This press release is not an offer to sell or
invitation to  subscribe for shares, and shall not be
construed as such, either in Norway or any other
jurisdiction. The release includes and is based,
inter alia, on forward-looking information and
statements that are subject to risks and
uncertainties that could cause actual results to
differ. Such forward-looking information and
statements are based on current expectations,
estimates and projections about global economic
conditions, the economic conditions ofthe regions and
industries that are major markets for Nutri Pharma
ASA and Bionor Immuno AS lines of business. These
expectations, estimates, and projections may be 
identifiable by statements containing words such
as "expects," "believes," "estimates" or similar
expressions, but may also be worded otherwise..
Important factors that could cause actual results to
differ materially from those expectations include,
among others, economic and market conditions in the
geographic areas and industries that are or will be
major markets for Nutri Pharma ASA and Bionor Immuno
AS's businesses, market acceptance of new products
and services, changes in governmental regulations,
interest rates, fluctuations in currency exchange
rates and such other factors as may be discussed from
time to time. Although Nutri Pharma ASA believes that
its expectations and the information in this release
were based upon reasonable assumptions at the
time when they were made, it can give no assurance
that those expectations will be achieved or that the
actual results will be as set out in this  release.
Neither Nutri Pharma ASA nor Bionor Immuno AS are
making any representation or warranty, expressed or
implied, as to the accuracy, reliability or
completeness of the information in the Press release,
and neither Nutri Pharma,Bionor Immuno AS nor any of
their directors, officers or employees will have any
liability to you or any other persons resulting from
your use of the information in the release.Nutri
Pharma ASA undertakes no obligation to publicly
update or revise any forward-looking information or
statements in the press release, other than what is
required by law.