Hoersholm, Denmark, June 13, 2018 – Medical Prognosis Institute (MPI.ST) (“MPI”) and Oncology Venture AB (OV:ST) (“OV”) today informed about details regarding the merger between MPI and OV.
On the basis of the joint merger plan adopted by the boards of MPI and OV on March 9, 2018, General Meetings were held on May 30, 2018 in MPI and OV where it was unanimously decided by the represented shareholders in both companies to approve the merger plan between MPI and OV.
Under Swedish law, a compulsory two-month creditor notice period will follow after the shareholder approvals. During this period, known and unknown creditors of OV may oppose the merger. The creditor notice period is expected to expire on August 8, 2018. In connection with the expiration of the creditor notice period, registration of the merger and the actual exchange of shares are to take place. The shares in the merged company are expected to be ready for trading on Nasdaq First North in or around the first half of September 2018.
You can continue to trade OV shares until the last trading day of OV shares on Spotlight Stock Market (“Spotlight”) (previously named AktieTorget). The last trading day in OV shares is currently expected to take place on or around August 31, 2018. Since MPI will be the continuing company, you can continue to trade in MPI shares on Nasdaq First North as normal.
On or around August 29, 2018 MPI and OV will issue a press release designating the last trading day in OV shares on Spotlight as well as the date of when the exchange of shares shall take place. The press release will be published at least five trading days before the exchange of shares.
Below you will find answers to common questions related to the merger
Q: What will be the name of the continuing company?
A: Although MPI will be the continuing entity we do believe that the “Oncology Venture” name is the most representative for what we do. After the exchange of shares has taken place, the name of the continuing company will be changed from “Medical Prognosis Institute A/S” to “Oncology Venture A/S”. The continuing company will continue to be listed on Nasdaq First North.
Q: Why is MPI the continuing company?
A: As mentioned above, the shares in MPI are listed on Nasdaq First North. We believe that this is the stock exchange platform that suits our company best. The listing on Nasdaq First North also makes it easier when potentially moving the continuing company to the Nasdaq Stockholm main market. In addition, the technical complication going the opposite way also pointed towards that the continuing company would be MPI.
Q: Can I continue to buy and sell shares in MPI and OV?
A: Yes, you can continue to buy and sell shares in MPI as normal. You can also continue to buy and sell shares in OV until the last trading day in OV shares on Spotlight takes place. The last trading day in OV shares is currently expected to take place on or around August 31, 2018. MPI and OV will on or around August 29, 2018 issue a press release designating the last trading day in OV shares on Spotlight as well as the date of when the exchange of shares shall take place.
Q: Do I have any practical responsibilities as shareholder in regard to the exchange of shares?
A: As a shareholder in MPI and OV you are not required to take any practical actions in regard to the exchange of shares. The exchange of shares will take place automatically in or around the first half of September 2018. After completion of the merger, OV will be dissolved and de-registered by the Swedish Companies Registration Office.
Q: When was the exchange ratio between the shares decided?
A: The exchange ratio was decided by the boards of OV and MPI as stated in the joint merger plan dated March 9, 2018. The exchange ratio was also published in a joint press release announcing the merger on March 9, 2018. For each OV share, shareholders in OV will receive 1.8524 shares in MPI (1.8524:1). MPI shareholders will keep the share volume that they currently hold.
Q: How was the exchange ratio between the OV and MPI shares decided?
A: The exchange ratio was decided based on the trading volume-weighted market capitalizations of MPI and OV during a 4-week period in January and February 2018 and the total number of outstanding shares in the companies. In relation to the exchange ratio, the board of MPI has obtained an independent valuation report plan from EY, reflecting their opinion that the consideration for the shares in OV is fair and reasonable. The board of OV has obtained a separate fairness opinion from KPMG Transactional Advisors, reflecting their opinion that the consideration for the shares in OV, from a financial point of view, is fair to the shareholders of OV. For further details regarding the exchange ratio, please see the joint merger plan adopted by the boards of MPI and OV, available on: www.medical-prognosis.com and www.oncologyventure.com.
Announcement of the merger 9 March 2018
Registration of the merger plan 20 March 2018
Publication of the merger prospectus 30 April 2018
Shareholder approvals of the merger in both MPI and OV 30 May 2018
Expiry of creditor notice period 8 August 2018
Registration of the merger with the Danish Business Authority on or around 31 August 2018
Last trading day of OV shares on or around 31 August 2018
Exchange of shares on or around 4 September 2018
For further information, please contact:
CEO, Peter Buhl Jensen, MD, Ph.D. Ulla Hald Buhl, IR & Communication
E-mail: [email protected] E-mail: [email protected]
Telephone: +45 21 60 89 22 Telephone +45 21 70 10 49
About MPI’s multiple biomarker called Drug Response Predictor – DRP®
MPI’s DRP® is a tool for developing tumor-derived genetic signatures to predict which cancer patients are high likely to respond to a given anti-cancer product. The DRP® has been tested in 37 trials, where 29 trials showed that drug-specific DRP® Biomarkers could predict which patients responded well to the treatment. The DRP® platform has amongst others been externally validated and published in collaboration with leading statisticians at the MD Anderson Cancer Center. The DRP® method can be used to design the Clinical Development Plan, i.e. to select which indications are relevant for a given anti-cancer drug. In addition to this, the individual genetic patterns of patients can be analyzed as part of a screening procedure for a clinical trial to ensure inclusion of patients with a high likelihood of response to the drug. DRP® builds on comparison between sensitive and resistant human cancer cell lines, including genomic information from cell lines combined with clinical tumor biology and clinical correlates in a systems biology network. The DRP® is a Big Data tool based on messenger RNA. The DRP® platform can be used in all cancer types, and has been patented for more than 70 anti-cancer drugs in the US.
Medical Prognosis Institute is a publicly traded international company specialized in improving cancer patients’ lives by developing Personalized Medicine using its unique DRP® technology. MPI’s exceptional opportunity to personalize cancer treatment begins with Breast Cancer moving on to Multiple Myeloma and Prostate Cancer as the first steps. MPI’s DRP® tool has shown its ability to separate patients who benefit and who do not benefit from a specific cancer treatment. This has been shown in as many as 29 out of 37 trials, and covers more than 80 anti-cancer treatments in a wide range of cancer indications. MPI has built a significant large database with over 1,000 screened breast cancer patients and is building up a database in Multiple Myeloma to be followed by Prostate cancer in collaboration with oncologists and hematologists throughout Denmark. MPI has ownership of Oncology Venture (Publ) a spinout with three anti-cancer drugs in pipeline entered and of the privately hold Special Purpose Vehicles, 2X Oncology Inc. and OV-SPV2 Aps with four products in pipeline.
On the May 30, 2018, MPI and Oncology Ventures respective general assemblies decided to merge. Trading in the Oncology Venture share continues the next couple of months and all OV shares will – when the merger is finalized – give 1,8524 MPI shares.
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