Nordic Nanovector ASA (OB:NANOV) agreed to acquire 100% stake in APIM Therapeutics AS from Sarsia Seed AS, Trond Mohn Stiftelsen, Norsk Innovasjonskapital (NIK) III Fund, and Investinor Direkte AS on November 9, 2022. Nordic Nanovector will issue new shares of 372 million as part of consideration with share price on NOK 1.32769 to APIM Therapeutics. The share purchase price will be fixed based on the average price of traded share prices on Oslo Børs in the period prior to and including October 28, 2022. Post completion of the transaction Nordic Nanovector will acquire 100% of the shares in APIM (assuming NOK 55 million of warrants are exercised) and subject to no other changes in the share capital of APIM, the former shareholders of APIM Therapeutics will own approximately 76% of the post-transaction in combined entity and Nordic Nanovector's current shareholders will own approximately 24% in combined entity. The Combined Entity will seek to retain the public listing on Oslo Børs and is expected to be renamed in due course. The key shareholders of APIM will enter into customary lock-up agreements for the consideration shares, in favour of the combined entity, for a period of 12 months following completion of the transaction.
Post completion of this transaction Jan H. Egberts current chairman of Nordic Nanovector is expected to become chairman of the Board of Directors. Malene Brondberg present interim CEO and CFO of Nordic Nanovector will will join the Board of Directors of the Combined Entity, Erlend Skagseth current Chairman of APIM will join the Board of Directors as a member and Gökhan Batur current board member of APIM aslo will join the Board of Directors as a member. Kostas Alevizopoulos the current CEO of APIM will act as CEO of the Combined Entity. Post completion of the transaction Nordic Nanovector's experienced R&D team, led by Jostein Dahle, will also join the Combined Entity.
This transaction is subject to approval of the general meeting of Nordic Nanovector which will be conduct on December 1, 2022, Combined Entity's continued listing on Oslo Børs, and share capital increase by exercise of existing warrants issued by APIM raising a minimum of NOK 55 million shall have been completed and Nordic Nanovector having published an exemption document allowing listing of the consideration shares on Oslo Børs. This transaction is expected to close on December 31, 2022. As of December 1, 2022 Nordic Nanovector ASA shareholder rejected the deal. Carnegie Investment Bank AB acted as financial advisor to Nordic Nanovector, Advokatfirmaet Selmer DA advised in legal advisor to Nordic Nanovector, KPMG AS acted as fairness opinion provider and due diligence provider to to Nordic Nanovector. Advokatfirmaet Schjødt As acted as legal advisor to APIM Therapeutics. As on November 10, 2022, Completion of the transaction is dependent on the approval by the General Meeting of the Company.

Nordic Nanovector ASA (OB:NANOV) cancelled the acquisition of APIM Therapeutics AS from Sarsia Seed AS, Trond Mohn Stiftelsen, Norsk Innovasjonskapital (NIK) III Fund, and Investinor Direkte AS on December 1, 2022.