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Bionor Pharma ASA: Bionor Pharma announces the acquisition of Solon Eiendom and fully underwritten private placement and subsequent offering


(Oslo, 21 November 2016)

Bionor Pharma ASA (OSE: BIONOR) has entered into an agreement to acquire the
entire share capital of Solon Eiendom AS ("Solon Eiendom") for a total
consideration of approximately NOK 1,000 million (the "Acquisition") settled
by issuing 6,666,666,666 new shares (the "Consideration Shares") in Bionor
Pharma ASA ("Bionor" or the "Company") at NOK 0.15 per share to the sellers
of Solon Eiendom, Alden AS, Dukat AS, Hortulan AS, John Galt Invest AS, MRD
Holding AS and Solon AS (the "Solon Shareholders").

Solon Eiendom is a leading residential property developer in the Oslo region
that delivers high quality housing. As a consequence of the new significant
business area, the Company plans to change its existing management and,
subject to a successful completion of the Acquisition, consider proposing
changes to the Board of Directors. The current intention is to propose that
Andreas Martinussen, the current Chief Executive Officer of Solon Eiendom,
shall be appointed as the Chief Executive Officer for Bionor and Tarjei Røise
Warholm shall be appointed as Chief Financial Officer. The existing Chairman
of the Board of Directors of Solon Eiendom, Simen Thorsen, will be proposed
as the new Chairman of the Board of Directors. Einar J. Greve, the current
Chairman of the Board of Directors of the Company will be proposed as Vice
Chairman of the Board of Directors, and Tore Aksel Voldberg, Bente Bøhler and
Katarina Finneng will be proposed as board members. It will also be proposed
that Bionor changes name to Solon Eiendom ASA. Please find attached an
updated company presentation that further presents the new business area of

In Q3 2016, Bionor put all preparatory activities of the planned clinical
program on hold and initiated a strategic review of Vacc-4x, and the clinical
development plan to ensure it is up to date going forward. For this Bionor
has engaged a group of highly experienced international HIV scientific,
clinical and commercial experts to propose updated development plans going
forward. This process is currently ongoing and is done in close collaboration
with the company. The same expert group is engaged in the strategic
partnership assessment.

In order to finance the acquisition of a minority stake in a property project
in Ski for approximately NOK 60 million, acquisition of land for new projects
and for general corporate purposes, Bionor intends to carry out a private
placement of 1,000,000,000 new shares at NOK 0.15 per share with gross
proceeds of NOK 150 million and in addition, the Solon Shareholders intends
sell down 1,000,000,000 Consideration Shares at NOK 0.15 per share (the
"Private Placement"). Dukat AS (owned by Tore Aksel Voldberg), MRD Holding AS
(owned by Simen Thorsen) and Solon AS (owned by Tore Aksel Voldberg) will
sell 333,333,333, 333,333,334 and 333,333,333 Consideration Shares,
respectively. The Private Placement is planned to be executed before 16
December 2016 and will be directed at Norwegian and international
professional investors and have a minimum subscription amount of the NOK
equivalent of EUR 100,000. In addition the Company plans to carry out a
rights issue of 666,666,666 new shares at NOK 0.15 per share directed at
existing shareholders of Bionor that does not participate in the Private
Placement (the "Subsequent Offering") and who are not resident in a
jurisdiction where such offering would be unlawful, or for jurisdictions
other than Norway, which would require any filing, registration or similar
action. The Company intends to seek listing for the subscription rights for
the Subsequent Offering. The Private Placement and the Subsequent Offering
are fully underwritten. The Company has engaged Arctic Securities AS, DNB
Markets, a part of DNB Bank ASA, and Sparebank 1 Markets as managers for the
Private Placement and the Subsequent Offering (the "Managers").

The Private Placement and the Subsequent Offering are fully underwritten by a
group of Norwegian and international institutional investors and family
offices , and existing shareholders of the Company, including companies
associated with the Company's largest shareholder, Ferncliff Listed Dai, and
Cipriano AS, controlled by the chairman of the Board of Directors, Einar J.
Greve (the "Underwriters"). The Underwriters will receive an underwriting fee
of approximately NOK 5 million in the aggregate from the Company and NOK 3
million in aggregate from the Selling Shareholders, and the Underwriters are
guaranteed allocation of Offer Shares in the Private Placement for an amount
corresponding to the lower of (i) 50% of its underwriting obligation in
respect of the Private Placement, and (ii) 50% of the number of shares which
the guarantor has applied subscription for in the Private Placement.

Completion of the Acquisition, the Private Placement and the Subsequent
Offering, is subject to, among other things, approval by the shareholders of
the Company at an extraordinary general meeting (the "EGM") which is
scheduled for on or about 14 December 2016. The notice for the EGM will be
sent to the shareholders in due course. The largest shareholders of the
Company, including Ferncliff Listed Dai, Lars H. Høie, Cipriano AS and Alden
AS, have signed a lock-up undertaking until the EGM and have undertaken to
vote in favour of such resolutions at the EGM. Following the issuance of the
Consideration Shares, the Private Placement and the Subsequent Offering, the
Solon Shareholders will own approximately 58 per cent of the Company. The
Solon Shareholders have undertaken a lock-up of 12 months to the Managers,
subject to certain conditions.

The Acquisition of Solon Eiendom is expected to be completed in due course,
and as soon as practicably possible following the EGM, i.e. in December 2016.
In addition to the foregoing EGM approval of the Acquisition and the Private
Placement, the closing of the Acquisition is subject to certain customary
closing conditions for transactions of this kind, but the transaction is not
subject to regulatory approval.

"Solon Eiendom is a residential property developer that operates in the Oslo
region. It has a solid track-record and a highly experienced management team.
Based on Solon Eiendom's land bank and ongoing projects, the Company is set
for growth and consequently we believe this acquisition will be an important
step for the Company to create shareholder value", says Einar J. Greve,
Chairman of the Board of Directors.

In connection with the Acquisition, the CFO of Solon Eiendom, Tarjei Røise
Warholm, will receive a cash bonus of NOK 100,000. Further, Solon Eiendom's
current agreement with CEO Andreas Martinussen has been renegotiated, subject
to completion of the Acquisition. Finally, the Company has been entered into
an agreement with Cipriano AS, in which the latter has through the chairman
Einar J. Greve acted as an strategic advisor in connection with the
Acquisition and Private Placement and is entitled to a project fee of NOK 3
million (excluding VAT), subject to completion of the Acquisition.

For more information, please contact:

Einar J. Greve
Chairman of the Board, Bionor Pharma ASA

Cell Phone: +47 900 27 766

Simen Thorsen
Chairman of the Board, Solon Eiendom AS

Cell Phone: +47 918 86 886

Unni Hjelmaas
Acting Chief Executive Officer, Bionor Pharma ASA

Cell Phone: +47 915 19 651

About Solon Eiendom
Solon Eiendom is a Norwegian residential real estate development company
focusing on the Oslo and Akershus region. Solon Eiendom was established in
2006 by founder Simen Thorsen and investor Tore Aksel Voldberg. The company
has since its incorporation delivered 570 units with a corresponding sales
value of close to NOK ~3 billion and sold more than 800 units with a total
sales price of more than NOK ~4 billion. Solon Eiendom delivered revenues of
approximately NOK 241 million (NGAAP), NOK 328 million (NGAAP) and NOK 805
million (NGAAP) in 2013, 2014 and 2015, respectively. Solon Eiendom delivered
EBIT of NOK 20 million (NGAAP), NOK 50 million (NGAAP) and NOK 115 million
(NGAAP) in 2013, 2014 and 2015, respectively. Solon Eiendom had total assets
of NOK 602 million (NGAAP), NOK 817 million (NGAAP), NOK 1,376 million
(NGAAP) in 2013, 2014 and 2015, respectively. The current Board of Directors
of Solon Eiendom consists of Simen Thorsen and Tore Aksel Voldberg. The
executive management of Solon Eiendom is CEO Andreas Martinussen, CFO Tarjei
Røise Warholm, and the company has in total 16 employees. Solon Eiendom is
currently owned by Alden AS (15 per cent), Dukat AS (14 per cent), Hortulan
AS (22 per cent), John Galt Invest AS (2 per cent), MRD Holding AS (18 per
cent) and Solon AS (29 per cent).

About Bionor
Bionor's mission is to enable the immune system to fight HIV infection. Bionor
is the first company, which has successfully completed a clinical trial using
the shock and kill approach, thereby creating a strong foundation for further
advancing its therapeutic vaccine Vacc-4x in combination with other agents
towards a functional cure. The company believes it has first mover potential
based on clinical results to date and early adoption of the shock and kill
strategy. In December 2015, Bionor announced that the HIV trial REDUC with
Vacc-4x and romidepsin successfully met its primary endpoint by reducing
latent HIV reservoir and further demonstrated control of viral load. Bionor
currently retains full ownership rights to the HIV immunotherapy Vacc-4x,
i.e., the upside potential from partnering or licensing remains with the
company's shareholders. Bionor is listed on Oslo Børs (OSE: BIONOR). More
information about Bionor is available

Solon - Company presentation Nov 2016

This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Bionor Pharma ASA via Globenewswire

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