Galapagos raises $338 million gross proceeds in a U.S. public offering
April 17 2017 - 10:11PM
Mechelen, Belgium, 18 April 2017, 04.10 CET,
regulated information - Galapagos NV (Euronext & NASDAQ: GLPG)
announced today the pricing of its U.S. public offering totaling
$338 million gross proceeds of 3,750,000 new ordinary shares in the
form of American Depositary Shares ("ADSs") at $90 per ADS, before
underwriting discounts.
In addition, Galapagos has granted the
underwriter an option to purchase up to an additional 562,500 ADSs,
representing 15% of the ADSs placed in the offering. This option
can be exercised during the 30 day period commencing 17 April
2017.
The closing of the offering is expected to occur
on 21 April 2017, subject to customary closing conditions.
Each of the ADSs offered in the offering
represents the right to receive one ordinary share.
Galapagos' ADSs are currently listed on the
NASDAQ Global Select Market under the symbol "GLPG" and Galapagos'
ordinary shares are currently listed on Euronext Amsterdam and
Euronext Brussels.
Morgan Stanley is acting as sole book-running
manager for the proposed offering.
The securities are being offered 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 and describing the
terms of the offering was filed with the SEC on 17 April 2017. The
final prospectus supplement relating to the offering will be filed
with the SEC and will be available on the SEC's website. When
available, copies of the final prospectus supplement and the
accompanying prospectus relating to these securities may also be
obtained from Morgan Stanley & Co. LLC, 180 Varick Street, 2nd
Floor, New York, NY 10014, United States, Attention: Prospectus
Department.
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. Our pipeline comprises Phase 3, 2, 1, pre-clinical
and discovery studies in cystic fibrosis, inflammation, fibrosis,
osteoarthritis and other indications. We have discovered and
developed filgotinib: in collaboration with Gilead we aim to bring
this JAK1-selective inhibitor for inflammatory indications to
patients all over the world. Galapagos is focused on the
development and commercialization of novel medicines that will
improve people's lives. The Galapagos group, including
fee-for-service subsidiary Fidelta, has approximately 510
employees, operating from its Mechelen, Belgium headquarters and
facilities in The Netherlands, France, and Croatia.
CONTACT
Investors: |
Media: |
Elizabeth Goodwin |
Evelyn
Fox |
VP IR
& Corporate Communications |
Director
Communications |
+1 781
460 1784 Paul van der HorstDirector IR & Business
Development+31 6 53 725 199 |
+31 6 53 591
999communications@glpg.com |
ir@glpg.com |
|
This press release contains inside information
within the meaning of Regulation (EU) No 596/2014 of the European
Parliament and of the Council of 16 April 2014 on market abuse
(market abuse regulation).
Forward-looking statementsThis release
may contain forward-looking statements, including statements
regarding the proposed timing and completion of the offering.
Forward-looking statements may involve known and unknown risks,
uncertainties and other factors which might cause the actual
results, financial condition and liquidity, performance or
achievements of Galapagos, or industry results, to be materially
different from any historic or future results, financial conditions
and liquidity, performance or achievements expressed or implied by
such forward-looking statements. In addition, even if Galapagos'
results, performance, financial condition and liquidity, and the
development of the industry in which it operates are consistent
with such forward-looking statements, they may not be predictive of
results or developments in future periods. Among the factors that
may result in differences are the inherent uncertainties associated
with competitive developments, clinical trial and product
development activities and regulatory approval requirements
(including that data from Galapagos' ongoing clinical research
programs in cystic fibrosis may not support registration or further
development of its correctors and potentiators due to safety,
efficacy or other reasons), Galapagos' reliance on collaborations
with third parties, and estimating the commercial potential of its
product candidates. A further list and description of these risks,
uncertainties and other risks can be found in Galapagos' Securities
and Exchange Commission (SEC) filings and reports, including in
Galapagos' most recent annual report on Form 20-F filed with the
SEC and subsequent filings and reports filed by Galapagos 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. 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 or that may affect the likelihood that actual
results will differ from those set forth in the forward-looking
statements, unless specifically required by law or regulation.
Important informationIn 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 this
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 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.
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