Targovax – Proposal to implement a drop-down demerger

Lysaker, 14 March 2022: The Board of Directors of Targovax has today, on 14 March 2022, signed a joint demerger and merger plan, respectively, for the transfer of the operational activities of the Company to its wholly-owned subsidiary, Targovax Solution AS.

The transfer is proposed carried out as a “drop-down demerger” where the Company demergers operations and assets to its subsidiary Athomstart Invest 586 AS. Immediately after the demerger, Athomstart Invest 586 AS merges with the Company’s wholly owned subsidiary, Targovax Solution AS, whereby the merger consideration is issued in the Company and corresponds to the share capital decrease amount in the Company in connection with the Demerger.

The background for the proposed drop-down demerger is that the Board of Directors finds it desirable to establish a pure group structure, with separate operating companies rather than having operations in the listed parent company.

On this basis, the Board of Directors will propose that the Annual General Meeting to be held on 20 April 2022 approves the demerger and merger plan, with their respective appendices, both dated 14 March 2022, in addition to adopting the other corporate resolutions that are required in order to implement the drop-down demerger.

The demerger plan for the demerger and the merger plan for the merger with their respective appendices, both dated 14 March 2022, will be available at the Company’s website www.targovax.com later today pursuant to section 8 of the articles of association.

The drop-down demerger is expected to be completed during June 2022, subject to the approval by the Annual General Meeting.

For further information, please contact:
Erik Digman Wiklund, CEO
Phone: +47 413 33 536
Email: erik.wiklund@targovax.com

Renate Birkeli, Investor Relations
Phone: +47 922 61 624
Email: renate.birkeli@targovax.com

Media enquires:
Andreas Tinglum – Corporate Communications (Norway)
Phone: +47 9300 1773
Email: andreas.tinglum@corpcom.no

About Targovax

Activating the patient’s immune system to fight cancer

Targovax (OSE:TRVX) is a clinical stage immuno-oncology company developing immune activators to target hard-to-treat solid tumors. Targovax’s focus is to activate the patient’s immune system to fight cancer, and thereby bring benefit to cancer patients with few available treatment alternatives. Targovax is assessing its product candidates in different cancer indications, including melanoma, mesothelioma, and colorectal cancer, and has demonstrated a favorable safety and tolerability profile.

Targovax’s lead clinical candidate, ONCOS-102, is a genetically modified oncolytic adenovirus, which has been engineered to selectively infect cancer cells and activate the immune system to fight the cancer. On the back of very encouraging clinical data in several indications, both as monotherapy and in immunotherapy and chemotherapy combinations, the next development step for ONCOS-102 will be to further improve immune activation and clinical response in melanoma patients resistant to PD1 checkpoint blockade.

Building on successful phase 1/2 studies demonstrating clinical benefit and providing deep mechanistic insights, Targovax is expanding its ONCOS program into delivery of circular RNA and targeting KRAS mutant cancers with the aim of establishing a platform for development of a rich pipeline of innovative future immunotherapy product candidates.