Regulated information — Inside
information
July 18, 2023, 9:20 PM ET
July 19, 2023, 3:20 AM CET
Amsterdam, 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 the pricing of a global
offering of ordinary shares, which may be represented by American
Depository Shares (“ADSs”). The global offering is comprised of an
offering of ordinary shares represented by ADSs in the United
States and certain other countries outside of the European Economic
Area and a simultaneous private placement of ordinary shares in the
European Economic Area and the United Kingdom. The Company
anticipates total gross proceeds of approximately $1.1 billion
(approximately €979.6 million) from the sale of 1,580,981 ADSs at a
price of $490.00 per ADS and the sale of 663,918 ordinary shares at
a price of €436.37 per ordinary share. Each of the ADSs represents
the right to receive one ordinary share, nominal value of €0.10 per
share. The U.S. offering and the European private placement are
currently expected to close simultaneously on July 24, 2023,
subject to customary closing conditions.
In addition, argenx has granted the underwriters
of the offering a 30-day option to purchase up to 336,734 ordinary
shares (which may be represented by ADSs) on the same terms and
conditions.
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”.
J.P. Morgan, Morgan Stanley, Goldman Sachs &
Co. LLC, BofA Securities and TD Cowen are acting as joint
bookrunning managers for the offering. Van Lanschot Kempen is
acting as manager for the offering.
The securities are being 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 being offered in the United States was
filed with the SEC on July 17, 2023. The final prospectus
supplement relating to the securities being offered in the United
States 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 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, by email at prospectus-eq_fi@jpmchase.com, or
by telephone at (866) 803-9204; from Morgan Stanley & Co. LLC,
180 Varick Street, 2nd Floor, New York, NY 10014, Attn: Prospectus
Department, or by email at prospectus@morganstanley.com; from
Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282,
Attn: Prospectus Department, by email at
prospectus-ny@ny.email.gs.com, or by telephone at 866-471-2526;
from BofA Securities, NC1-022-02-25, 201 North Tryon Street,
Charlotte, North Carolina 28255-0001, Attn: Prospectus Department,
or by email at dg.prospectus_requests@bofa.com; or from Cowen and
Company, LLC, 599 Lexington Avenue, New York, NY 10022, by email at
Prospectus_ECM@cowen.com, or by telephone at (833) 297-2926.
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 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 approved neonatal Fc receptor (FcRn) blocker in the U.S.,
Japan, Israel, the EU, the UK and China. 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:
Erin Murphy
EMurphy@argenx.com
Investors:
Alexandra Roy (US)
ARoy@argenx.com
Lynn Elton (EU)
LElton@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 anticipated total gross proceeds and 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, 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 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 in respect
of the U.S. offering 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 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:
• |
|
• 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 |
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.
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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