Galapagos NV (Euronext & NASDAQ: GLPG) announced today that
the underwriters of its global offering have exercised the
greenshoe option in full. The greenshoe option granted to the
underwriters was for the purchase of up to an additional 749,478
new ordinary shares in the form of American Depositary Shares
("ADSs"), at a price of $42.05 per ADS, before underwriting
discounts, and up to an additional 233,021 new ordinary shares in a
concurrent private placement, at a price of €37.00, before
underwriting discounts, representing 15% of the ADSs and ordinary
shares placed in the global offering. This greenshoe exercise
brings the total gross proceeds for the global offering to
approximately $317 million (€279 million). Each of the ADSs offered
represents the right to receive one ordinary share.
Morgan Stanley, Credit Suisse and Cowen and Company are acting
as joint book-running managers, and Nomura and Bryan, Garnier &
Co. are acting as co-managers, for the global offering.
Morgan Stanley acted as stabilization agent on behalf of the
underwriters and reported that no stabilization has taken place or
will take place.
The closings of the ADS offering and the concurrent registered
private placement are conditioned on each other and are expected to
occur on 19 May 2015, subject to customary closing conditions.
A registration statement relating to these securities was
declared effective by the U.S. Securities and Exchange Commission
on 13 May 2015.
The securities to be issued in the global offering are being
offered only by means of a prospectus. A copy of the final
prospectus can be obtained from Morgan Stanley & Co. LLC, 180
Varick Street, 2nd Floor, New York, NY 10014, United States,
Attention: Prospectus Department; Credit Suisse Securities (USA)
LLC, One Madison Avenue, New York, NY, 10010, United States,
Attention: Prospectus Department, or by telephone at +1 (800)
221-1037, or by email at newyork.prospectus@credit-suisse.com; or
Cowen and Company, c/o Broadridge Financial Services, 1155 Long
Island Avenue, Edgewood, NY, 11717, United States, Attn.:
Prospectus Department or by calling +1 (631) 274 2806.
This press release does not constitute an offer to sell nor a
solicitation of an offer to buy, nor shall there be any sale of
securities, in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About Galapagos
Galapagos (Euronext & NADSAQ: GLPG) is a clinical-stage
biotechnology company specialized in the discovery and development
of small molecule medicines with novel modes of action, with a
pipeline comprising three Phase 2 programs, two Phase 1 trials,
five pre-clinical studies, and 20 discovery small-molecule and
antibody programs in cystic fibrosis, inflammation, and other
indications. In the field of inflammation, AbbVie and
Galapagos signed a collaboration agreement for the development and
commercialization of filgotinib. Filgotinib is an
orally-available, selective inhibitor of JAK1 for the treatment of
rheumatoid arthritis and potentially other inflammatory diseases,
currently in Phase 2B studies in RA and in Phase 2 in Crohn's
disease. Galapagos reported good activity and a favorable safety
profile at 12 weeks in both the DARWIN 1 and 2 trials in
RA. AbbVie and Galapagos also signed a collaboration agreement
in cystic fibrosis to develop and commercialize molecules that
address mutations in the CFTR gene. Potentiator GLPG1837 is
currently in a Phase 1 trial, and corrector GLPG2222 is at the
pre-clinical candidate stage. GLPG1205, a first-in-class
inhibitor of GPR84 and fully-owned by Galapagos, is currently being
tested in a Phase 2 proof-of-concept trial in ulcerative colitis
patients. GLPG1690, a fully proprietary, first-in-class
inhibitor of autotaxin, has shown favorable safety in a Phase 1
trial and is expected to enter Phase 2 in idiopathic pulmonary
fibrosis. The Galapagos Group, including fee-for-service subsidiary
Fidelta, has approximately 400 employees, operating from its
Mechelen, Belgium headquarters and facilities in The Netherlands,
France, and Croatia.
CONTACT
Galapagos NV Elizabeth Goodwin, Head of
Corporate Communications & IR Tel: +31 6 2291 6240
ir@glpg.com
Galapagos forward-looking statements
This release may contain forward-looking statements, including
statements regarding the proposed timing of the global offering,
all of which involve certain risks and uncertainties. These
statements are often, but are not always, made through the use of
words or phrases such as "believes," "anticipates," "expects,"
"intends," "plans," "seeks," "estimates," "may," "will," "could,"
"stands to," "continues," "we believe," "we intend," as well as
similar expressions. Such forward-looking statements may
involve known and unknown risks, uncertainties and other factors
which might cause the actual results, financial condition,
performance or achievements of Galapagos, or industry results, to
be materially different from any historic or future results,
financial conditions, performance or achievements expressed or
implied by such forward-looking statements. Among the factors
that may result in differences are the inherent uncertainties
associated with competitive developments, clinical trial and
product development activities, regulatory approval requirements
and estimating the commercial potential of our product
candidates. A further list and description of these risks,
uncertainties and other risks can be found in the company's
Securities and Exchange Commission filing and reports, including in
the company's prospectus filed with the SEC on May 14, 2015 and
future filings and reports by the company. 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, unless required by law or regulation.
Important information
In the European Economic Area, this announcement is only
addressed to and is only directed at qualified investors within the
meaning of Directive 2003/71/EC (as amended, and together with any
applicable implementing measures in any Member State, the
"Prospectus Directive") ("Qualified Investors").
In addition, in the United Kingdom, this announcement is
directed at and for distribution only to Qualified Investors who
are (i) persons 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"), or (ii) persons who are high net
worth entities falling within Article 49(2)(a) to (d) of the Order,
and (iii) other persons to whom this announcement may otherwise
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.
No announcement or information regarding the global offering may
be disseminated to the public in jurisdictions where a prior
registration or approval is required for such purpose. Other than
the registration statement filed with the U.S. Securities and
Exchange Commission, no steps have been taken, or will be taken,
for the offering of ordinary shares or ADSs in any jurisdiction
where such steps would be required. The issue or sale of shares,
and the subscription for or purchase of shares, are subject to
special legal or statutory restrictions in certain jurisdictions.
Galapagos NV is not liable if these restrictions are not complied
with by any person.
HUG#1921991
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