Regulated information — Inside information
March 29, 2022,
11:00
PM
CETMarch 29,
2022, 5:00
PM ET
Breda, the Netherlands — argenx SE
(Euronext & Nasdaq: ARGX), a global immunology company
committed to improving the lives of people suffering from severe
autoimmune diseases, announced today that the underwriters of its
previously announced global offering of ordinary shares (including
ordinary shares represented by American Depositary Shares (“ADSs”))
have exercised in full their option to purchase 350,000 additional
ordinary shares in the form of ADSs on the same terms and
conditions as the global offering. This option exercise brings the
anticipated total gross proceeds from the global offering to
approximately $805 million (approximately €733 million) from the
sale of an aggregate of 2,683,334 ordinary shares (including
ordinary shares represented by ADSs).
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.
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
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
completion, timing and size of the proposed global offering and its
expectations with respect to granting the underwriters a 30-day
option to purchase additional ordinary shares (which may be
represented by ADSs). 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 the
impact that the COVID-19 pandemic and resulting economic conditions
will have on argenx’s operations and business; argenx’s
expectations regarding the inherent uncertainties associated with
competitive developments, preclinical and clinical trial and
product development activities, regulatory approval requirements
and commercialization of its products; 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
This announcement is not an advertisement and not 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.
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