Regulated
information - Inside information
September 18, 2018, 8:45 PM ET - September 19,
2018, 2:45 AM CEST
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 an underwritten public offering in the United States
and an offering in Europe only to qualified investors (within the
meaning of Directive 2003/71/EC, as amended) (the Offering) with
anticipated gross proceeds totalling approximately $300.6 million
from the sale of 3,475,000 American Depositary Shares (ADSs) at a
price to the public of $86.50 per ADS.
Each of the ADSs offered
represents the right to receive one ordinary share, nominal value
of €0.10 per share. All of the ADSs in the Offering are being sold
by argenx.
argenx has granted the
underwriters an option to purchase up to an additional 521,250
ADSs, representing 15% of the ADSs sold in the Offering. This
option can be exercised during the 30-day period commencing
September 18, 2018.
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 and Evercore
ISI are acting as joint bookrunning managers for the Offering, and
Kempen and Nomura are acting as co-managers. Piper Jaffray is
acting as a financial advisor in connection with the Offering. The
Offering is expected to close on September 21, 2018, subject to
customary closing conditions.
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
and describing the terms of the Offering has been filed with the
SEC and is 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 telephone at (631) 274-2806 or by
fax at (631) 254-7140; 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 ordinary shares underlying the ADSs (the New
Ordinary Shares) on the regulated market of Euronext Brussels will
be made. For such admission to listing and trading of the New
Ordinary Shares on the regulated market of Euronext Brussels, a
listing prospectus for the purpose of Article 3, §3 of the
Directive 2003/71/EC of the European Parliament and of the Council
of November 4, 2003, as amended, including by Directive 2010/73/EU,
is prepared in accordance with Chapter 5.1 of the Dutch Financial
Supervision Act (Wet op het financieel
toezicht) for the admission to listing and trading of the New
Ordinary Shares, will be filed with the Dutch Authority for the
Financial Markets (Stichting Autoriteit Financiële
Markten) (the AFM). After approval, the listing prospectus will
be notified by the AFM to the Belgian Financial Services and
Markets Authority (Autoriteit voor Financiële
Diensten en Markten), for passporting in accordance with
article 18 of the Prospectus Directive.
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
argenx
argenx 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.
For further
information, please contact:
Joke Comijn, Director Corporate Communications & Investor
Relations (EU)
+32 (0)477 77 29 44
+32 (0)9 310 34 19
info@argenx.com
Beth DelGiacco, VP Investor
Relations (US)
+1 518 424 4980
bdelgiacco@argenx.com
Forward-looking
Statements
The 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
In connection
with the Offering, Morgan Stanley & Co. LLC (the Stabilization
Agent), 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 ADSs or effect other transactions with a
view to supporting the market price of the ADSs at a higher level
than that which might otherwise prevail in the open market. The
Stabilization Agent 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 date hereof and ending no later than 30 calendar days
hereafter. However, there will be no obligation on the
Stabilization Agent 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 Agent nor
any of its agents intends to disclose the extent of any
over-allotments made and/or stabilization transactions under the
Offering.
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).
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
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: argenx SE via Globenewswire
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