Regulated information
March 28, 2022,
10:30 PM
CETMarch 28, 2022,
4:30 PM ET
Breda, the Netherlands / Ghent, Belgium —
argenx SE (Euronext & Nasdaq: ARGX), a global immunology
company committed to improving the lives of people suffering from
severe autoimmune diseases, announced today the closing of its
previously announced global offering of an aggregate of 2,333,334
ordinary shares (including ordinary shares represented by American
Depositary Shares (“ADSs”)). The gross proceeds from the global
offering were approximately $700 million (approximately €637
million).
J.P. Morgan, Morgan Stanley, Cowen and SVB Leerink acted as
joint bookrunning managers for the offering. Wells Fargo
Securities, Kempen & Co, H.C. Wainwright & Co., Raymond
James and Wedbush PacGrow acted as co-managers for the
offering.
The securities were offered in the United States 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 March 22, 2022 and a final
prospectus supplement relating to the securities was filed with the
SEC on March 25, 2022 and are available on the SEC’s website at
www.sec.gov. Copies of the final prospectus supplement and the
accompanying prospectus relating to the U.S. offering may be
obtained for free from J.P. Morgan Securities LLC, c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717,
or by telephone at (866) 803-9204, or by email at
prospectus-eq_fi@jpmchase.com; from Morgan Stanley & Co. LLC,
180 Varick Street, 2nd Floor, New York, NY 10014, Attn: Prospectus
Department, by email at prospectus@morganstanley.com, or by
telephone at (866) 718-1649; 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; or from SVB Securities LLC, Attn: Syndicate Department,
53 State Street, 40th Floor, Boston, Massachusetts 02109, by
telephone at 1-800-808-7525, ext. 6105, or by email at
syndicate@svbleerink.com.
In addition, argenx announces the listing of and the
commencement of dealings in its 2,333,334 new ordinary shares on
the regulated market of Euronext Brussels.
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 global immunology company committed to improving the
lives of people suffering from severe autoimmune diseases.
Partnering with leading academic researchers through its Immunology
Innovation Program (IIP), argenx aims to translate immunology
breakthroughs into a world-class portfolio of novel antibody-based
medicines. argenx developed and is commercializing the
first-and-only approved neonatal Fc receptor (FcRn) blocker in the
U.S. and Japan. The Company is evaluating efgartigimod in multiple
serious autoimmune diseases and advancing several earlier stage
experimental medicines within its therapeutic franchises.
For further information, please
contact:
Media:Kelsey
Kirkkkirk@argenx.com
Joke Comijn (EU)jcomijn@argenx.com
Investors:Beth
DelGiaccobdelgiacco@argenx.com
Michelle Greenblattmgreenblatt@argenx.com
Important information
The preliminary prospectus supplement and final prospectus in
respect of the U.S. offering do 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 offering to which this press
release relates will only be available to, and will be engaged in
only with, qualified investors within the meaning of the Prospectus
Regulation.
European Economic Area:
No action has been or will be taken to offer the ordinary shares
to a retail investor established in the European Economic Area as
part of the global offering. For the purposes of this
paragraph:
a. The expression
“retail investor” means
a person who is one (or more) of:
i. |
|
a retail client as defined in
point (11) of Article 4(1) of Directive 2014/65/EU (as
amended, “MiFID II”); or |
ii. |
|
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 |
iii. |
|
not a “qualified investor” as
defined in the Prospectus Regulation; and |
b. 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 persons who are “qualified investors” (as
defined in the Prospectus Regulation as it forms part of domestic
law in the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018 (the UK Prospectus Regulation) (i) who have
professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and
Markets Act (Financial Promotion) Order 2005, as amended (the
Order), and/or (ii) who are high net worth companies (or persons to
whom it may otherwise be lawfully communicated) falling within
Article 49(2)(a) to (d) of the Order (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, J.P. Morgan Securities LLC (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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