Clavis Pharma ASA : CLAVIS PHARMA: Raises NOK 163 million in a private placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES

Oslo, Norway, 18 January 2012

Clavis Pharma ASA ("Clavis Pharma" or the "Company", ticker "CLAVIS") today announces that the Company has raised NOK 163 million in gross proceeds through a private placement of 2,862,124 new shares, each with a par value of NOK 1.00 at a price of NOK 57 per share (the "Private Placement"). The new shares represent approximately 9.4% of the current issued shares in the Company.

The Private Placement took place through an accelerated bookbuilding process and was managed by Carnegie ASA and DNB Markets as Joint Bookrunners.

The net proceeds to the Company from the Private Placement will extend the financial run-way and provide increased flexibility to negotiate favourable out-licensing agreements with potential partners in 2013, as well as give flexibility to explore new cancer product opportunities.

The main shareholder represented on the Board of Directors of the Company, Braganza AS, was allocated 118,200 new shares. After the completion of the Private Placement Braganza AS will hold 2,545,096 shares, equivalent to 7.6 percent of the share capital.

Notification of allotment and payment instructions will be sent to the applicants on or about 18 January 2012 through a notification to be issued by the Joint Bookrunners. The delivery of the shares will be made by delivery of existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange. Shares will be made available pursuant to a stock lending agreement to be entered into between the Joint Bookrunners and Braganza AS and Ludvig G Braathens Rederi. The shares are thus tradable from allocation. Settlement of the allocated shares is expected to take place through a delivery versus payment transaction on or about 23 January 2012.

The Private Placement has been approved by the Board of Directors of the Company in accordance with an authorisation given by the General Meeting held on 26 May 2011 and pursuant to which the new shares will be redelivered to the lenders.

Contacts:
Olav Hellebø
Chief Executive Officer
[phone]
[e-mail]

Gunnar Manum
Chief Financial Officer
[phone]
[phone] (mob)
[e-mail]

Mark Swallow / Nina Enegren / David Dible
Citigate Dewe Rogerson
[phone]
[e-mail]

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About Clavis Pharma
Clavis Pharma ASA is a late clinical stage oncology discovery and drug development company based in Oslo, Norway with a portfolio of novel anti-cancer drugs in development. These patented New Chemical Entities (NCEs) are novel, improved versions of commercially successful drugs, made using Clavis Pharma's Lipid Vector Technology (LVT) chemistry. Data generated suggests these potential breakthrough products may offer improved efficacy and reduced side effects through enhanced pharmacokinetic properties, greater tissue penetration, altered metabolism and, in certain cases, additional modes of action.

Clavis Pharma's has several drug candidates in formal development studies:

• Elacytarabine, a leukaemia drug, currently in a randomized, controlled Phase III study in late-stage acute myeloid leukaemia;
• CP-4126, is currently in a pivotal clinical study compared to gemcitabine for the 1st line treatment of pancreatic cancer and a Phase II trial for 2nd line treatment for pancreatic cancer in patients refractory to 1st line gemcitabine treatment;
• CP-4200, an azacitidine derivative, in preclinical development for myelodysplastic syndrome (MDS), a disease that is often a precursor to leukaemia.

Clavis Pharma intends to commercialise its products through strategic alliances and partnerships with experienced oncology businesses and, where and when commercially appropriate, by establishing its own sales and marketing capabilities. 

* Important information
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). 

This release is an announcement issued pursuant to legal information obligations, andis subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issuedfor information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States. The issue, exercise, purchase or sale of subscription rights and the subscription or purchase of shares in the Company are subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Joint Bookrunners assume no responsibility in the event there is a violation by any person of such restrictions.

The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Carnegie and DNB Markets are acting for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the rights issue and/or any other matter referred to in this release.

Forward-looking statements:
This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.