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Clavis Pharma ASA Raises $20 Million in a Private Placement to Fund Further Development of its Pipeline of Novel Anticancer Drug Candidates


6/26/2009 7:14:38 AM

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OSLO, Norway, June 26 /PRNewswire-FirstCall/ -- Clavis Pharma ASA (OSE: CLAVIS) today announced that the Company has raised NOK 129 million (equivalent to USD 20 million) in gross proceeds through a private placement of 10,750,000 new shares, each with a par value of NOK 1.00 at a price of NOK 12.00 per share (the "Private Placement").

The Private Placement took place through a bookbuilding process and was managed by Carnegie ASA and DnB NOR Markets as joint-lead managers and joint bookrunners. The Private Placement, which represents approximately 80% of the current outstanding share capital, was well oversubscribed at the issue price and was supported by existing life science and institutional investors, including NeoMed Management and MVM Life Science Partners, as well as new institutional investors.

The net proceeds to the Company from the Private Placement will provide financial resources to achieve key clinical data on its products in development, and optimise its commercial strategy. More specifically, the Company intends to use the net proceeds to:

i) Obtain randomised data from clinical studies for lead products a. Complete first part of a Phase II/III registration study for elacytarabine in leukaemia (AML) b. Complete a randomised Phase II study with IV CP-4126 in pancreatic cancer c. Complete Phase I study for Oral CP-4126 in various solid cancers ii) Achieve pre-clinical proof of concept for CP-4200 iii) Place the company in a position of strength from which to negotiate appropriate partnership agreements as well as for general corporate purposes

Completion of the Private Placement is conditional upon approval by the Company's Extraordinary General Meeting to be held on or about 15 July 2009 (the "EGM"). Shareholders representing more than the required two thirds of the shares have irrevocably undertaken to vote in favour of the Private Placement at the EGM.

Commenting on today's announcement, Geir Christian Melen, CEO of Clavis Pharma, said, "I am delighted we have been able to secure this additional funding from a wide range of existing and new investors in the present financial environment. The successful completion of the Private Placement is an important milestone for us and demonstrates investors' confidence in our unique pipeline of drugs under development".

"We recently announced excellent survival data for our lead development product elacytarabine in late-stage acute myeloid leukaemia. The new funds will be invested in a Phase II/III registration trial for elacytarabine in this patient population. Another key trial for us is a controlled Phase II trial for Intravenous CP-4126, our second product, in pancreatic cancer. We aim to complete this trial and other ongoing clinical trials and continue to progress our exciting pipeline closer to commercialisation."

The two institutional shareholders represented on the Board of Directors of the Company, NeoMed Management (acting through the fund NeoMed Innovation III L.P) and Braganza AS were allocated 1,500,000 and 1,250,000 new shares, respectively. After the completion of the Private Placement, NeoMed Management will hold 4,360,622 shares in Clavis Pharma (equivalent to 17.9%), while Braganza AS will hold 2,062,896 shares, equivalent to 8.5%.

A listing prospectus will be prepared in connection with the listing of the new shares on the Oslo Stock Exchange. The new shares will not be tradable on the Oslo Stock Exchange until: i) such a prospectus has been filed with, and approved by, the Oslo Stock Exchange; ii) the new shares have been fully paid; and, iii) the share capital increase has been registered in the Norwegian Register of Business Enterprises and VPS (The Norwegian Central Securities Depository), all of which is expected mid July 2009.

The Board of Directors will propose to the EGM to conduct a subsequent offering of up to 650,000 new shares (corresponding to 6% of the Private Placement) at NOK 12.00 per share directed towards shareholders in Clavis Pharma as of 25 June 2009 (as documented by the shareholder register in the VPS as of 30 June 2009) that were not allocated new shares in the Private Placement. Consequently, the shares in the Company will trade excluding the right to participate in the subsequent offering from today, 26 June 2009.

For further information on the proposed resolutions to be passed by the EGM, reference is made to a separate announcement to be issued by Clavis Pharma.

About Clavis Pharma

Clavis Pharma ASA is an oncology focused pharmaceutical company using its proprietary Lipid Vector Technology (LVT) platform to create New Chemical Entities (NCEs), by significantly improving already established drugs. The improvements are achieved by chemically binding specific unsaturated lipids to existing, and well understood, approved pharmaceuticals. Data generated suggests the resulting patentable NCEs offer improved efficacy and reduced side effects through enhanced pharmacokinetic properties, greater tissue penetration and, in many cases, additional modes of action.

Clavis Pharma's objective is to develop its drug candidates until significant value has been created and proof of principle in man has been shown. For further clinical development and commercialisation of the products, Clavis Pharma will enter into strategic partnerships with established pharmaceutical or biotech companies. The company's product portfolio includes four new cancer drugs: Elacytarabine is in Clinical Phase II, Intravenous CP-4126 is in Clinical Phase I, Oral CP-4126 in Phase I, and CP-4200 is in early preclinical development. Results indicate that these products have promising potential for several cancer indications within solid tumours and leukaemia.

The shares of Clavis Pharma ASA are listed on the Oslo Stock Exchange (ticker: CLAVIS).

Disclaimer

The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

This news release contains forward-looking statements and forecasts based on uncertainty, since they relate to events and depend on circumstances that will occur in the future and which, by their nature, will have an impact on results of operations and the financial condition of Clavis Pharma. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. Theses factors include, among other things, risks associated with technological development, the risk that research & development will not yield new products that achieve commercial success, the impact of competition, the ability to close viable and profitable business deals, the risk of non-approval of patents not yet granted and difficulties of obtaining relevant governmental approvals for new products.

No expressed or implied representations or warranties are given concerning Clavis Pharma or the accuracy or completeness of the information or projections provided herein, and no claims shall be made by the recipient hereof by virtue of this Information Memorandum or the information or projections contained herein. Any representations or warranties made to an investor in Clavis Pharma will be subject to separate sale and purchase agreements to be negotiated between the parties.

Clavis Pharma(TM) is a registered trademark of Clavis Pharma ASA.

Contact: Geir Christian Melen Chief Executive Officer Office : +47-24-11-09-50 Mobile : +47-91-30-29-65 E-mail : geir.christian.melen@clavispharma.com

Gunnar Manum Chief Financial Officer Office : +47-24-11-09-71 Mobile : +47-95-17-91-90 E-mail : gunnar.manum@clavispharma.com

For international press enquiries:

Mark Swallow / Nina Enegren / David Dible Citigate Dewe Rogerson Office : +44-207-282-2948 E-mail : clavispharma@citigatedr.co.uk

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