Foster City, Calif. and Mechelen, Belgium; 23 August
2019; 22.01 CET; regulated information –
Gilead Sciences, Inc. (NASDAQ: GILD) and Galapagos
NV (Euronext & NASDAQ: GLPG) today announced the closing of the
global research and development collaboration agreement signed on
14 July 2019.
This agreement has received clearance from the
U.S. Federal Trade Commission under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 and merger control approval from the
Austrian Federal Competition Authority.
Under the terms of the agreement, the closing of
this transaction triggers an upfront license fee payment of $3.95
billion by Gilead to Galapagos. In addition, Gilead has made an
equity investment in Galapagos of approximately $1.1 billion (or
approximately €960 million) by subscribing for new shares at a
price of €140.59 per share, including issuance premium. As a
result, Gilead now owns 13,589,686 ordinary shares of Galapagos,
representing approximately 22 percent of the currently outstanding
share capital of Galapagos.
“We are excited to close this unique agreement,
which will generate both long-term strategic value and mutual,
immediate benefits,” said Daniel O’Day, Chairman and Chief
Executive Officer of Gilead. “The collaboration reflects Gilead’s
intent to grow our innovation network through diverse and creative
partnerships.”
“This agreement is about maximizing innovation
based on developing new mode of action medicines. With the capital
provided by Gilead, we aim to progress innovation to patients,”
said Onno van de Stolpe, Chief Executive Officer of Galapagos.
In accordance with Belgian transparency
legislation1, Galapagos notes that its total share capital
currently amounts to €333,479,569.76; the total number of
securities conferring voting rights is 61,652,086, which is also
the total number of voting rights (the “denominator”), and all
securities conferring voting rights and all voting rights are of
the same category. The total number of rights (warrants) to
subscribe to not yet issued securities conferring voting rights is
5,958,292, which equals the total number of voting rights that may
result from the exercise of these warrants. Galapagos does
not have any convertible bonds or shares without voting rights
outstanding.
About Galapagos
Galapagos (Euronext & NASDAQ: GLPG)
discovers and develops small molecule medicines with novel modes of
action, three of which show promising patient results and are
currently in late-stage development in multiple diseases. The
company’s pipeline comprises Phase 3 through to discovery programs
in inflammation, fibrosis, osteoarthritis and other indications.
Galapagos’ ambition is to become a leading global biopharmaceutical
company focused on the discovery, development and commercialization
of innovative medicines. More information at www.glpg.com.
About Gilead Sciences
Gilead Sciences, Inc. is a research-based
biopharmaceutical company that discovers, develops and
commercializes innovative medicines in areas of unmet medical
need. The company strives to transform and simplify care for
people with life-threatening illnesses around the world.
Gilead has operations in more than 35 countries worldwide, with
headquarters in Foster City, California. For more information
on Gilead Sciences, please visit the company’s website at
www.gilead.com.
Galapagos
ContactsInvestors:
Media:Elizabeth
Goodwin
Carmen Vroonen VP
IR
Senior Director Communications+1 781 460
1784
+32 473 824
874
Sofie Van Gijsel
Evelyn FoxDirector IR
Director Communications+32 485 19 14
15
+31 6 53 591
999ir@glpg.com
communications@glpg.com
Gilead
ContactInvestors:
Media:
Sung
Lee
Amy
Flood
+1 (650)
524-7792
+1 (650) 522-5643
Galapagos Forward-Looking
Statements This release may contain forward-looking
statements with respect to Galapagos, including statements
regarding Galapagos’ strategic ambitions, the implementation of the
global collaboration agreement, and the amount and timing of any
payments by Gilead to Galapagos. Galapagos cautions the
reader that forward-looking statements are not guarantees of future
performance. Forward-looking statements 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 the ongoing and planned clinical research
programs may not support registration or further development of its
candidate products due to safety, efficacy or other reasons),
Galapagos’ reliance on collaborations with third parties (including
its collaboration partner Gilead), and estimating the commercial
potential of its candidate products. 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.
Gilead Forward-Looking
Statements
This press release includes forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995, related to Gilead, Galapagos and the global
research and development collaboration agreement that are subject
to risks, uncertainties and other factors. All statements other
than statements of historical fact are statements that could be
deemed forward-looking statements, including all statements
regarding the intent, belief or current expectation of the
companies and members of their senior management team.
Forward-looking statements include, without limitation, the risk
that Gilead may not realize any benefits from the global
collaboration agreement; its potential effects on Gilead’s revenues
and earnings; Gilead may fail to discover, develop and
commercialize any of Galapagos’ pipeline products under the
agreement; the filing of the new drug applications for approval of
filgotinib in the currently anticipated timeframe; approval of
filgotinib by regulatory authorities, including any approvals, if
granted, may have significant limitations on its use; the
anticipated timing of clinical data of Galapagos’ pipeline
products; the possibility of unfavorable results from these
clinical trials; and the accuracy of any assumptions underlying any
of the foregoing. Investors are cautioned that any such
forward-looking statements are not guarantees of future performance
and involve risks and uncertainties and are cautioned not to place
undue reliance on these forward-looking statements. Actual results
may differ materially from those currently anticipated due to a
number of risks and uncertainties. Risks and uncertainties that
could cause the actual results to differ from expectations
contemplated by forward-looking statements include: the occurrence
of any event, change or other circumstance that could give rise to
the termination of the collaboration agreement; the effects of the
transaction on relationships with employees, customers, other
business partners or governmental entities; transaction costs; the
risk Galapagos’ stockholders do not approve Gilead’s board nominees
or issuance of the warrants, as the case may be. These and other
risks are described in detail in Gilead’s Quarterly Report on Form
10-Q for the quarter ended June 30, 2019, as filed with the U.S.
Securities and Exchange Commission. All forward-looking statements
are based on information currently available to Gilead, and Gilead
assumes no obligation to update any such forward-looking
statements.
1 Belgian Act of 2 May 2007 on the disclosure of major
shareholdings in issuers whose shares are admitted to trading on a
regulated market
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