Gilead Sciences, Inc. (NASDAQ: GILD) and Galapagos NV (Euronext
& NASDAQ: GLPG) today announced the closing of the global
research and development collaboration agreement signed on July 14,
2019.
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This agreement has received clearance from the U.S. Federal
Trade Commission under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 and merger control approval from the Austrian Federal
Competition Authority.
Under the terms of the agreement, the closing of this
transaction triggers an upfront license fee payment of $3.95
billion by Gilead to Galapagos. In addition, Gilead has made an
equity investment in Galapagos of approximately $1.1 billion (or
approximately €960 million) by subscribing for new shares at a
price of €140.59 per share, including issuance premium. As a
result, Gilead now owns 13,589,686 ordinary shares of Galapagos,
representing approximately 22 percent of the currently outstanding
share capital of Galapagos.
“We are excited to close this unique agreement, which will
generate both long-term strategic value and mutual, immediate
benefits,” said Daniel O'Day, Chairman and Chief Executive Officer
of Gilead. “The collaboration reflects Gilead's intent to grow our
innovation network through diverse and creative partnerships.”
“This agreement is about maximizing innovation based on
developing new mode of action medicines. With the capital provided
by Gilead, we aim to progress innovation to patients,” said Onno
van de Stolpe, Chief Executive Officer of Galapagos.
In accordance with Belgian transparency legislation1, Galapagos
notes that its total share capital currently amounts to
€333,479,569.76; the total number of securities conferring voting
rights is 61,652,086, which is also the total number of voting
rights (the “denominator”), and all securities conferring voting
rights and all voting rights are of the same category. The total
number of rights (warrants) to subscribe to not yet issued
securities conferring voting rights is 5,958,292, which equals the
total number of voting rights that may result from the exercise of
these warrants. Galapagos does not have any convertible bonds or
shares without voting rights outstanding.
About Gilead Sciences
Gilead Sciences, Inc. is a research-based biopharmaceutical
company that discovers, develops and commercializes innovative
medicines in areas of unmet medical need. The company strives to
transform and simplify care for people with life-threatening
illnesses around the world. Gilead has operations in more than 35
countries worldwide, with headquarters in Foster City, California.
For more information on Gilead Sciences, please visit the company’s
website at www.gilead.com.
About Galapagos
Galapagos (Euronext & NASDAQ: GLPG) discovers and develops
small molecule medicines with novel modes of action, three of which
show promising patient results and are currently in late-stage
development in multiple diseases. The company’s pipeline comprises
Phase 3 through to discovery programs in inflammation, fibrosis,
osteoarthritis and other indications. Galapagos’ ambition is to
become a leading global biopharmaceutical company focused on the
discovery, development and commercialization of innovative
medicines. More information at www.glpg.com.
Gilead Forward-Looking
Statements
This press release includes forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, related to Gilead, Galapagos and the global research and
development collaboration agreement that are subject to risks,
uncertainties and other factors. All statements other than
statements of historical fact are statements that could be deemed
forward-looking statements, including all statements regarding the
intent, belief or current expectation of the companies and members
of their senior management team. Forward-looking statements
include, without limitation, the risk that Gilead may not realize
any benefits from the global collaboration agreement; its potential
effects on Gilead's revenues and earnings; Gilead may fail to
discover, develop and commercialize any of Galapagos’ pipeline
products under the agreement; the filing of the new drug
applications for approval of filgotinib in the currently
anticipated timeframe; approval of filgotinib by regulatory
authorities, including any approvals, if granted, may have
significant limitations on its use; the anticipated timing of
clinical data of Galapagos’ pipeline products; the possibility of
unfavorable results from these clinical trials; and the accuracy of
any assumptions underlying any of the foregoing. Investors are
cautioned that any such forward-looking statements are not
guarantees of future performance and involve risks and
uncertainties and are cautioned not to place undue reliance on
these forward-looking statements. Actual results may differ
materially from those currently anticipated due to a number of
risks and uncertainties. Risks and uncertainties that could cause
the actual results to differ from expectations contemplated by
forward-looking statements include: the occurrence of any event,
change or other circumstance that could give rise to the
termination of the collaboration agreement; the effects of the
transaction on relationships with employees, customers, other
business partners or governmental entities; transaction costs; the
risk Galapagos’ stockholders do not approve Gilead’s board nominees
or issuance of the warrants, as the case may be. These and other
risks are described in detail in Gilead’s Quarterly Report on Form
10-Q for the quarter ended June 30, 2019, as filed with the U.S.
Securities and Exchange Commission. All forward-looking statements
are based on information currently available to Gilead, and Gilead
assumes no obligation to update any such forward-looking
statements.
Galapagos Forward-Looking
Statements
This release may contain forward-looking statements with respect
to Galapagos, including statements regarding Galapagos’ strategic
ambitions, the implementation of the global collaboration
agreement, and the amount and timing of any payments by Gilead to
Galapagos. Galapagos cautions the reader that forward-looking
statements are not guarantees of future performance.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors which might cause the actual
results, financial condition and liquidity, performance or
achievements of Galapagos, or industry results, to be materially
different from any historic or future results, financial conditions
and liquidity, performance or achievements expressed or implied by
such forward-looking statements. In addition, even if Galapagos’
results, performance, financial condition and liquidity, and the
development of the industry in which it operates are consistent
with such forward-looking statements, they may not be predictive of
results or developments in future periods. Among the factors that
may result in differences are the inherent uncertainties associated
with competitive developments, clinical trial and product
development activities and regulatory approval requirements
(including that data from the ongoing and planned clinical research
programs may not support registration or further development of its
candidate products due to safety, efficacy or other reasons),
Galapagos’ reliance on collaborations with third parties (including
its collaboration partner Gilead), and estimating the commercial
potential of its candidate products. A further list and description
of these risks, uncertainties and other risks can be found in
Galapagos’ Securities and Exchange Commission (SEC) filings and
reports, including in Galapagos’ most recent annual report on Form
20-F filed with the SEC and subsequent filings and reports filed by
Galapagos 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. 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 or that may affect the likelihood
that actual results will differ from those set forth in the
forward-looking statements, unless specifically required by law or
regulation.
For more information on Gilead Sciences, please
visit the company’s website at www.gilead.com, follow Gilead on Twitter
(@GileadSciences) or call Gilead Public Affairs at 1-800-GILEAD-5
or 1-650-574-3000.
1 Belgian Act of 2 May 2007 on the disclosure of major
shareholdings in issuers whose shares are admitted to trading on a
regulated market.
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version on businesswire.com: https://www.businesswire.com/news/home/20190823005335/en/
Gilead Sung Lee, Investors (650) 524-7792
Amy Flood, Media (650) 522-5643
Galapagos Elizabeth Goodwin, Investors (781) 460-1784
Sofie Van Gijsel, Investors +32 485 19 14 15
Carmen Vroonen, Media +32 473 824 874
Evelyn Fox, Media +31 6 53 591 999
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