Galapagos NV (Euronext & NASDAQ: GLPG) announced today the
closing of its global offering of 7,532,499 ordinary shares,
consisting of an underwritten public offering of 5,746,000 American
Depositary Shares ("ADSs"), at a price of $42.05 per ADS, before
underwriting discounts, and a concurrent European private placement
of 1,786,499 ordinary shares at a price of €37.00 per share, before
underwriting discounts, for gross proceeds of approximately €278.7
million ($316.7 million). This includes the full exercise of the
underwriters' greenshoe option to purchase additional shares. All
of the ordinary shares and the ADSs were offered by Galapagos.
Each of the ADSs offered represents the right to
receive one ordinary share.
Galapagos' ordinary shares are listed on
Euronext Amsterdam and Euronext Brussels under the symbol
"GLPG." The ADSs are listed on the NASDAQ Global Select
Market under the symbol "GLPG."
Morgan Stanley, Credit Suisse and Cowen and
Company acted as joint book-running managers, and Nomura and Bryan,
Garnier & Co. acted as co-managers, for the global
offering.
A registration statement relating to these
securities was declared effective by the U.S. Securities and
Exchange Commission on 13 May 2015.
Copies of the final prospectus for this offering
may 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 & NASDAQ: 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, 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#1922482
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