Regulated information – Inside
information
November 6, 2019, 10:45
PM ESTNovember 7, 2019, 04:45 AM
CET
Breda, the Netherlands / Ghent,
Belgium – argenx (Euronext & Nasdaq: ARGX), a
clinical-stage biotechnology company developing a deep pipeline of
differentiated antibody-based therapies for the treatment of severe
autoimmune diseases and cancer, announced today the pricing of a
global offering of ordinary shares in the form of American
Depository Shares (ADSs) in the United States and certain other
countries outside of European Economic Area and a simultaneous
private placement of ordinary shares in the European Economic Area.
The Company anticipates total gross proceeds of $484 million
(approximately €437 million) from the sale of 1,410,057 ADSs at a
price of $121.00 per ADS and the sale of 2,589,943 ordinary shares
at a price of €109.18 per ordinary share. Each of the ADSs offered
in the offering represents the right to receive one ordinary share,
nominal value of €0.10 per share.
In addition, argenx has granted the underwriters
of the offering a 30-day option to purchase up to 600,000 ordinary
shares (which may be in the form of ADSs) on the same terms and
conditions. The U.S. offering and the European private placement
are currently expected to close simultaneously on November 12,
2019, subject to customary closing conditions. On this timing, due
to a public holiday in the United States, November 12, 2019 would
count as T+2 settlement in the United States and a T+3 settlement
for investors that purchase ordinary shares traded on Euronext
Brussels. Accordingly, investors purchasing ordinary shares traded
on Euronext Brussels should be aware that if they transact in the
secondary market on T (November 7, 2019) they may not be able to
settle those transactions on a T+2 basis, because they would only
receive ordinary shares from argenx on a T+3 basis on November 12,
2019.
argenx’s ADSs are currently listed on the Nasdaq
Global Select Market under the symbol “ARGX,” and argenx’s ordinary
shares are currently listed on Euronext Brussels under the symbol
“ARGX.”
Morgan Stanley, Cowen, BofA Securities and
Evercore are acting as joint bookrunning managers for the offering.
Kempen is acting as lead manager for the offering and Wolfe Capital
Markets and Advisory is acting as co-manager.
The securities are being offered pursuant to an
automatically effective shelf registration statement that was
previously filed with the Securities and Exchange Commission (SEC).
A preliminary prospectus supplement relating to the securities was
filed with the SEC on November 6, 2019. The final prospectus
supplement relating to the securities will be filed with the SEC
and will be available on the SEC’s website at www.sec.gov. When
available, copies of the final prospectus supplement and the
accompanying prospectus relating to the Offering may be obtained
for free from Morgan Stanley & Co. LLC, 180 Varick Street, 2nd
Floor, New York, New York 10014, United States, Attention:
Prospectus Department; from Cowen and Company, LLC, c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717,
Attn: Prospectus Department, by email at
PostSaleManualRequests@broadridge.com, or by telephone at (833)
297-2926; BofA Securities, NC1-004-03-43, 200 North College Street,
3rd floor, Charlotte, North Carolina 28255-0001, Attn: Prospectus
Department, or by email at dg.prospectus_requests@baml.com; or
Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East
52nd Street, 36th Floor, New York, NY 10055, or by telephone at
(888) 474-0200.
A request for the admission to listing and
trading of the ordinary shares (including the ordinary shares
underlying the ADSs) on the regulated market of Euronext Brussels
will be made.
This press release is for information purposes
only and does not constitute, and should not be construed as, an
offer to sell or the solicitation of an offer to buy or subscribe
to any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale is not
permitted or to any person or entity to whom it is unlawful to make
such offer, solicitation or sale. Reference is also made to the
restrictions set out in “Important information” below. This press
release is not for publication or distribution, directly or
indirectly, in or into any state or jurisdiction into which doing
so would be unlawful or where a prior registration or approval is
required for such purpose.
About argenxargenx is a
clinical-stage biotechnology company developing a deep pipeline of
differentiated antibody-based therapies for the treatment of severe
auto-immune diseases and cancer. The company is focused on
developing product candidates with the potential to be either
first-in-class against novel targets or best-in-class against
known, but complex, targets in order to treat diseases with a
significant unmet medical need. argenx’s ability to execute on this
focus is enabled by its suite of differentiated technologies. The
SIMPLE AntibodyTM Platform, based on the powerful llama immune
system, allows argenx to exploit novel and complex targets, and its
three complementary Fc engineering technologies are designed to
expand the therapeutic index of its product candidates.
www.argenx.com
For further information, please
contact: Joke Comijn, Director Corporate Communications
& Investor Relations (EU)+32 (0)477 77 29 44+32 (0)9 310 34
19info@argenx.com
Beth DelGiacco, Vice President, Investor
Relations (US)+1 518 424 4980bdelgiacco@argenx.com
Forward-looking StatementsThe
contents of this announcement include statements that are, or may
be deemed to be, “forward-looking statements.” These
forward-looking statements can be identified by the use of
forward-looking terminology, including the terms “believes,”
“estimates,” “anticipates,” “expects,” “intends,” “may,” “will,” or
“should,” and include statements argenx makes concerning the
closing of the proposed Offering. By their nature,
forward-looking statements involve risks and uncertainties and
readers are cautioned that any such forward-looking statements are
not guarantees of future performance. argenx’s actual results may
differ materially from those predicted by the forward-looking
statements as a result of various important factors, including
argenx’s expectations regarding the inherent uncertainties
associated with competitive developments, preclinical and clinical
trial and product development activities and regulatory approval
requirements; argenx’s reliance on collaborations with third
parties; estimating the commercial potential of argenx’s product
candidates; argenx’s ability to obtain and maintain protection of
intellectual property for its technologies and drugs; argenx’s
limited operating history; and argenx’s ability to obtain
additional funding for operations and to complete the development
and commercialization of its product candidates. A further list and
description of these risks, uncertainties and other risks can be
found in argenx’s U.S. Securities and Exchange Commission (SEC)
filings and reports, including in argenx’s most recent annual
report on Form 20-F filed with the SEC as well as subsequent
filings and reports filed by argenx with the SEC. 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. argenx undertakes no obligation to publicly update or
revise the information in this press release, including any
forward-looking statements, except as may be required by law.
Important information
The preliminary prospectus supplement does not
constitute a prospectus within the meaning of the Prospectus
Regulation and has not been approved by the Dutch Authority for the
Financial Markets (Stichting Autoriteit Financiële Markten) or the
Belgian Financial Services and Markets Authority (Autoriteit
Financiële Diensten en Markten) or any other European Supervisory
Authority.
No public offering will be made and no one has
taken any action that would, or is intended to, permit a public
offering in any country or jurisdiction, other than the United
States, where any such action is required, including in the
European Economic Area. In the European Economic Area, the
transaction to which this press release relates will only be
available to, and will be engaged in only with, qualified investors
within the meaning of Directive 2003/71/EC (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).
European Economic Area:No
action has been or will be taken to offer the shares to a retail
investor established in the European Economic Area as part of the
Global Offering. For the purposes of this paragraph:
- The expression
"retail investor" means
a person who is one (or more) of:
- a retail client as defined
in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
“MiFID II”); or
- a customer within the meaning of
Directive 2016/97/EU, as amended, where that customer would not
qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or
- not a “qualified investor” as defined
in the Prospectus Regulation; and
- the expression
“offer” means any communication in any form and by
any means of sufficient information on the terms of the offer and
securities to be offered so as to enable an investor to decide to
purchase or subscribe these securities.
In addition, in the United Kingdom, the
transaction to which this press release relates will only be
available to, and will be engaged in only with, investment
professionals falling within Article 19(5) of the Financial
Services and Markets Act (Financial Promotion) Order 2005, as
amended (the Order), persons falling within Article 49(2)(a) to (d)
of the Order, and other persons to whom this announcement may
lawfully be communicated (all such persons together being referred
to as "relevant persons"). The securities referred to herein are
only available to, and any invitation, offer or agreement to
subscribe, purchase or otherwise acquire such securities will be
engaged in only with relevant persons. Any person who is not a
relevant person should not act or rely on this communication or any
of its contents.
This press release is not an approved prospectus
by the Financial Services Authority or by any other regulatory
authority in the United Kingdom within the meaning of Section 85 of
the Order.
Stabilization
In connection with the offering, Morgan Stanley
& Co. Inc. (the “Stabilization Manager”), or any of its agents,
on behalf of the underwriters may (but will be under no obligation
to), to the extent permitted by applicable law, over-allot ordinary
shares or ADSs or effect other transactions with a view to
supporting the market price of the ordinary shares or ADSs at a
higher level than that which might otherwise prevail in the open
market. The Stabilization Manager is not required to enter into
such transactions and such transactions may be effected on any
securities market, over-the-counter market, stock exchange
(including Euronext Brussels) or otherwise and may be undertaken at
any time starting on the first trading date and ending no later
than 30 calendar days thereafter.
However, there will be no obligation on the
Stabilization Manager or any of its agents to effect stabilizing
transactions and there is no assurance that stabilizing
transactions will be undertaken. Such stabilization, if commenced,
may be discontinued at any time without prior notice. Save as
required by law or regulation, neither the Stabilization Manager
nor any of its agents intends to disclose the extent of any
over-allotments made and/or stabilization transactions under the
offering.
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