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Bavarian Nordic today publishes a prospectus in connection with a rights issue of up to 3,975,872 new shares with a nominal value of DKK 10 each at DKK 80 per share (the “Offering”)

Not for release, publication or distribution, directly or indirectly in or into Australia, Canada, Japan or the United States

This announcement does not constitute or form part of an offer to sell or the solicitation of an offer to buy the securities of Bavarian Nordic A/S (the "Securities") in Australia, Canada, Japan or the United States or in any other jurisdiction. The Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The issuer of the Securities has not registered, and does not intend to register, any portion of the Offering in the United States or in any jurisdiction outside Denmark and the United Kingdom, and does not intend to conduct a public offering of the Securities in the United States or in any jurisdiction outside Denmark and the United Kingdom. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.

Kvistgaard, Denmark, January 8, 2010 - Bavarian Nordic A/S (OMX: BAVA) (the "Company") today publishes a prospectus in connection with an offering of new shares with preemptive rights for the Company's existing shareholders to subscribe for new shares in the ratio 1:2 at DKK 80 per share of DKK 10.

The subscription ratio is 1:2 which means that shareholders will be allocated one (1) preemptive right for each existing share held and that two (2) preemptive rights entitle shareholders to one (1) new share against payment of the offer price.

Reference is made to the prospectus in its entirety for a description of the Company and the Offering.

Reasons for the Offering and use of proceeds The proceeds from the Offering will be used to fulfil the Group's strategy within biodefence and cancer, by maintaining momentum in the production of IMVAMUNE®, gaining strategic flexibility in the clinical development of PROST­VAC™ as well as for new initiatives within the two business areas.

Following the Offering the Group will seek to consolidate its operating activities within the biodefence business area as well as expanding the cancer activities. Further, the Group seeks to ensure that it has an appropriate capital base in order to strengthen its future operational flexibility. Accordingly, the Group expects to be able to maintain momentum in the development, production and delivery of IMVAMUNE® and continue the Phase III preparations of PROST­VAC™

The gross proceeds from the Offering are expected to amount to approximately DKK 318.1 million if the Offering is fully subscribed.

The Offering The Offering comprises up to 3,975,872 new shares with a nominal value of DKK 10 each with preemptive rights to the existing shareholders.

The Board of Directors of the Company has on 8 January 2010 resolved to utilise part of the authorisation in the articles of association to increase the Company's share capital by nominally DKK 39,758,720, equal to 3,975,872 shares of DKK 10.     

Offer price The new shares are offered at DKK 80 per share of DKK 10, free of brokerage.

Preemptive rights Preemptive rights will be allocated to shareholders who are registered with VP Securities A/S on Friday 15 January 2010 at 12.30 p.m. CET, as shareholders of Bavarian Nordic A/S. Registered shareholders will be allocated one (1) preemptive right for each existing share with a nominal value of DKK 10 each held in the Company. Shares traded after Tuesday, 12 January 2010, will be traded ex preemptive rights and, accordingly, will not entitle the holder to subscribe for new shares at the offer price.

Subscription ratio Two (2) preemptive rights will entitle the holder to subscribe for one (1) new share against payment of the offer price.

Subscription period The subscription period for the new shares commences on Saturday, 16 January 2010 at 9.00 am CET, and closes on Friday, 29 January 2010 at 5.00 pm CET. Preemptive rights that are not exercised during the subscription period will lapse with no value, and the holder of such preemptive rights will not be entitled to compensation.

Listing and trading of the new shares The new shares will be registered under a temporary ISIN code (DK0060205185). The new shares will not be traded and officially listed on NASDAQ OMX Copenhagen A/S under the temporary ISIN code. The new shares are expected to be admitted to trading and official listing under the ISIN code of the existing shares on 4 February 2010.

Trading in preemptive rights The preemptive rights for the new shares may be traded on NASDAQ OMX Copenhagen A/S from Wednesday, 13 January 2010 at 9.00 am CET, until Tuesday 26 January 2010 at 5.00 pm CET.

The preemptive rights will be admitted to trading and official listing on NASDAQ OMX Copenhagen A/S under ISIN code DK0060205268.

Expected timetable of principal events

Last day of trading in existing shares

including preemptive rights:

12 January 2010.

First day of trading in existing shares

excluding preemptive rights:

13 January 2010.

Trading period for preemptive rights commences:

13 January 2010 at 9.00 a.m. CET.

Allocation time of preemptive rights:

15 January 2010 at 12.30 p.m. CET.

Subscription period for new shares commences:

16 January 2010 at 9.00 a.m. CET.

End date of trading period of the

preemptive rights:

26 January 2010 at 5.00 p.m. CET.

Subscription period for new shares closes:

29 January 2010 at 5.00 p.m. CET.

Announcement of the results of the Offering:

Not later than two business days after the end of the subscription period (expected to be on 2 February 2010)

Completion of the Offering:

The Offering will only be completed when and if the new shares subscribed are issued by Bavarian Nordic A/S after registration of the capital increase with the Danish Commerce and Companies Agency, which is expected to take place on 2 February 2010.

Admission of the new shares to trading

and official listing under the ISIN code

of the existing shares:

4 February 2010

 

Underwriting The Offering is not underwritten.

Joint Lead Managers Nordea Markets (division of Nordea Bank Danmark A/S) and SEB Enskilda, Skandinaviska Enskilda Banken AB (publ) (Copenhagen Branch) are Joint Lead Managers for the Offering.

Prospectus Following publication the prospectus containing detailed information on Bavarian Nordic and the Offering will be available for inspection at Bavarian Nordic A/S' office, Hejreskovvej 10A, DK-3490 Kvistgaard, Denmark. The prospectus is furthermore available on the website - except to persons subject to legislation prohibiting this - at www.bavarian-nordic.com, and will be available from:

Nordea Bank Danmark A/S

Securities Operations/HH7324

P. O. Box 850

DK-0900 København C

Tlf.: +45 33 33 50 92

E-mail: prospekt.ca@nordea.com

SEB Enskilda, Copenhagen Branch

Silkegade 8

DK-1113 Copenhagen K

Tlf.: +45 36 97 74 00

E-mail: prospekt@enskilda.dk