Proceeds to be used for future portfolio opportunities
Mechelen, Belgium; 24 April 2013 - Galapagos NV (Euronext: GLPG) today announced the launch of a private placement of new shares to institutional investors for a targeted amount of €40 million. The Company may extend this amount but will in no event place in excess of 10% of the current number of outstanding shares (i.e. no more than 2,696,831 new shares will be issued). Jefferies International Limited and Kempen & Co. will be acting as Joint Global Coordinators and Joint Bookrunners for the offering.
The Board of Directors of Galapagos has decided to cancel the preferential subscription right of the existing shareholders in connection with the contemplated issuance of shares, which will take place within the limits of the authorized capital. The new shares will be offered through an accelerated bookbuild offering to qualified and other eligible investors. The new shares are scheduled to be admitted to listing on NYSE Euronext in the week of 22 April 2013. The offering will start on 24 April at CET. Galapagos has asked the Financial Services and Markets Authority (FSMA) to suspend trading of its shares on NYSE Euronext Brussels and Amsterdam and it is expected that trading of the Galapagos shares will be suspended until shortly after publication of the result of the bookbuild offering.
"Galapagos is developing novel mode of action drugs. Our pipeline is maturing, and we now have two JAK1 selective molecules in Phase 2 in three inflammation conditions, a GPR43 inhibitor in Phase 2 in ulcerative colitis, and are expecting the start of multiple Phase 1 studies in a number of different diseases over the next 18 months. In addition, we have a large number of discovery programs that are moving towards clinical development," said Onno van de Stolpe, 3.10 CEO of Galapagos. "Our business model supports financing of our operations beyond AbbVie's licensing decision on GLPG0634 in early 2015. With this offering, Galapagos aims to build a war chest to strengthen the pipeline further, whether that be by keeping attractive programs in house longer, making acquisitions, or pursuing in-licensing opportunities."
About Galapagos
Galapagos (Euronext: GLPG; OTC: 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 over 800 employees and operates facilities in five countries, with global headquarters in Mechelen, Belgium. Further information at: www.glpg.com
CONTACT
Galapagos NV
Elizabeth Goodwin, Director Investor Relations
Tel: +31 6 2291 6240
ir@glpg.com
IMPORTANT INFORMATION
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 or regulation.
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 its contents.
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 respective affiliates.
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 private placement.