MECHELEN, BELGIUM--(Marketwired - April 24, 2013) - Galapagos NV (EURONEXT BRUSSELS: GLPG)
announced today that it has raised EUR53.9 million through a private
placement of new shares via an accelerated bookbuilding procedure announced
on 24 April 2013.
Galapagos has placed 2,696,831 new shares to qualified institutional
investors in the United States and Europe at a price of EUR20.00 per
share, a 1.7% discount to the previous day's closing price. The placed
shares comprise just below 10% of the current number of outstanding shares,
bringing the total number of shares after the issue to 29,665,159. The
new shares will be admitted to trading on NYSE Euronext Brussels and
NYSE Euronext Amsterdam following their issuance, which is expected to
take place on 30 April 2013.
The net proceeds from the transaction will be used primarily for
general corporate purposes and will also give Galapagos additional
balance sheet flexibility to enable the Company to further fund
attractive internal pipeline opportunities before considering a
partnership, and also to undertake attractive inlicensing or
acquisition opportunities should they fit with Company strategy.
Jefferies International Limited and Kempen & Co. acted as Joint
Global Coordinators and Joint Bookrunners for the offering.
Galapagos (EURONEXT BRUSSELS: GLPG) (PINKSHEETS: GLPYY) is specialized in
novel modes-of-action, with a large pipeline of four clinical, seven
pre-clinical, and 30 discovery small-molecule and antibody programs
in cystic fibrosis, inflammation, antibiotics, metabolic disease, and
other indications. GLPG0634 is an orally-available, selective inhibitor
of JAK1 for the treatment of rheumatoid arthritis and potentially other
inflammatory diseases, about to enter Phase 2b studies. AbbVie and
Galapagos signed a worldwide license agreement whereby AbbVie will
be responsible for further development and commercialization after
Phase 2b. Galapagos has another selective JAK1 inhibitor in Phase 2
in lupus and psoriasis, GSK2586184 (formerly GLPG0778, in-licensed by
GlaxoSmithKline in 2012). GLPG0187 is a novel integrin receptor
antagonist currently in a Phase 1b patient study in metastasis. GLPG0974
is the first inhibitor of FFA2 to be evaluated clinically for the
treatment of IBD; this program is currently in a Proof of Concept
Phase 2 study, with results expected early 2014.
The Galapagos Group, including fee-for-service companies BioFocus,
Argenta and Fidelta, has around 800 employees and operates facilities
in five countries, with global headquarters in Mechelen, Belgium.
Further information at: www.glpg.com
This release may contain forward-looking statements, including,
without limitation, statements containing the words "believes,"
"anticipates," "expects," "intends," "plans," "seeks," "estimates,"
"may," "will," "could," "stands to," and "continues," as well as
similar expressions. Such forward-looking statements may involve known
and unknown risks, uncertainties and other factors which might cause the
actual results, financial condition, performance or achievements of
Galapagos, or industry results, to be materially different from any
historic or future results, financial conditions, performance or
achievements expressed or implied by such forward-looking statements.
Given these uncertainties, the reader is advised not to place any undue
reliance on such forward-looking statements. These forward-looking
statements speak only as of the date of publication of this document.
Galapagos expressly disclaims any obligation to update any such
forward-looking statements in this document to reflect any change in its
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based, unless required by law
The distribution of this press release in certain jurisdictions
may be restricted by law. No action has been taken by
Galapagos, Jefferies International Limited, Kempen & Co N.V. or any of
their respective affiliates that would permit a public offer of the new
shares in any jurisdiction where action for that purpose is required.
This press release is for information purposes only and does not
constitute an offer to purchase or the solicitation of an offer to buy
any new shares in any jurisdiction in which such an offer or solicitation
is unlawful. Persons into whose possession this press release comes are
required to inform themselves about and to observe any such restrictions.
This press release is not for publication or distribution,
directly or indirectly, in the United States (including its territories
and possessions, any state of the United States and the District of
Columbia), Canada, Australia and Japan. This press release does not
constitute or form part of any offer or solicitation to purchase or
subscribe for securities in the United States, nor does it constitute an
offer to sell, or the solicitation of an offer to buy, and there shall not
be any sale of securities, in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to its registration or
qualification under the laws of such jurisdiction. The new shares
mentioned herein have not been, and will not be, registered under
the United States Securities Act of 1933 (the "Securities Act"). The new
shares may not be offered or sold in the United States except
pursuant to an effective registration statement under, or an exemption
from the registration requirements of, the Securities Act. There will
be no public offer of securities in the United States.
This press release is not an offer to sell nor a solicitation to buy
the new shares nor a prospectus for the purposes of Directive
2003/71/EC (such Directive, together with any applicable implementing
measures in the relevant member state of the European Economic Area
and as amended, including by Directive 2010/73/EU, to the extent
implemented in the relevant member state, the "Prospectus Directive").
There will be no offer to the public of the new shares in any member
state of the European Economic Area and no prospectus or other offering
document has been or will be prepared in connection with the sale of the
new shares by the Company. In the European Economic Area the new shares
will only be offered and sold to "qualified investors" as defined
in the Prospectus Directive or in other circumstances falling within
Article 3(2) of the Prospectus Directive.
This press release does not constitute an offer of the new shares to the
public in the United Kingdom, nor is it intended to be an inducement
to engage in investment activity for the purpose of section 21 of the
Financial Services and Markets Act 2000 (as amended) of the United
Kingdom. Consequently, this press release is only directed at (i) persons
who are outside the United Kingdom; (ii) investment professionals within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotions) Order 2005 as amended (the "Order"); (iii) persons falling
within Article 49(2)(a)-(d) of the Order; or (iv) other persons to whom
it may be lawfully be communicated, together being referred to as
"relevant persons". The new shares are only available to, and any
invitation, offer or agreement to purchase or otherwise acquire the
new shares will be engaged in only with relevant persons. Any person who
is not a relevant person should not act or rely on this document or any of
This press release does not constitute or form part of, and should
not be construed as an offer or the solicitation of an offer to
subscribe for or purchase the new shares, and nothing contained therein
shall form the basis of or be relied on in connection with any contract
or commitment whatsoever, nor does it constitute a recommendation
regarding the new shares. An investment decision to buy any of the new
shares in the private placement must be made solely on the basis of
publicly available information. Such information is not the
responsibility of, and has not been independently verified by any of,
Jefferies International Limited, Kempen & Co N.V., or their
Jefferies International Limited, Kempen & Co N.V. are acting only
for the Company in connection with the private placement and no one else,
and will not be responsible to anyone other than the Company for
providing the protections offered to clients of Jefferies International
Limited, Kempen & Co N.V. nor for providing advice in relation to the
This announcement is distributed by Thomson Reuters on behalf of Thomson
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(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality
of the information contained therein.
Source: Galapagos NV via Thomson Reuters ONE