Nordic Nanovector ASA (OSE: NANOV) ("Nordic Nanovector" or the "Company") and Thor Medical AS ("Thor Medical"), 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 (the "Agreement") to combine the two companies in an all-share transaction (the "Transaction").
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."
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."
About Thor Medical
Thor Medical, based in Oslo, Norway, is a private company that has developed a proprietary technology for the manufacturing of radionuclides, primarily alpha-particle emitters from natural resources. The high energy deposition and the short range of alpha particles make it possible to eradicate cancer cells while minimising damage to nearby healthy cells. Thor Medical will supply alpha emitters to radiopharmaceutical companies for the development of innovative, tumour-targeted cancer therapies. Thor Medical's novel production process requires no irradiation in nuclear reactors, and provides reliable, environmentally friendly supply of radionuclides.
Thor Medical is in the process of relocating its laboratory and pilot facilities to the University of Oslo. The University of Oslo, in close cooperation with other research institutions in the sector, is in the process of establishing a centre for nuclear research, focusing amongst other things on the use of radionuclides in diagnostics and treatment of cancer.
Thor Medical was founded by Scatec Innovation AS and other shareholders of Thor Energy AS, a company dedicated to research and development on the use of thorium, a weakly radioactive chemical element with the symbol "Th".
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 Nanovector, 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 USD 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 agreed 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.
