Acquisition broadens
drug discovery capabilities and services
Webcast Conference
Call Scheduled for 10.00 AM CET on 6 December, 2006
• Acquisition
price of €12.5 million in all-share transaction
• Acquired assets include an estimated €6 million
in cash (of which half is due by December 31, 2006)
• Potential all-share earn out payments of maximum
€6.6 million based on pre-agreed commercial milestones
• Technology will accelerate Galapagos’ drug
development
• Services will add breadth and depth to BioFocus
DPI offering
• Estimated 2006 Inpharmatica revenues of €4.7
million
Mechelen, Belgium, and London,
UK, 6 December, 2006; Galapagos NV (Euronext & London
AIM: GLPG), an integrated drug discovery company, and UK-based
Inpharmatica Ltd. today announced that they have entered
into a definitive agreement under which Galapagos will acquire
Inpharmatica in an all-share transaction. The acquisition
price of Inpharmatica is in three components: the ongoing
business is valued at €6.5 million, the estimated cash
at an additional €6 million (of which half is due by
31 December 2006), and the potential maximum earn-out related
to commercial milestones at €6.6 million.
Galapagos will issue, on the
basis of €8.82 per share (the average GLPG share price
over the last thirty days prior to 5 December 2006), a maximum
of 2,165,532 new shares assuming that all three components
are fully delivered. The new shares will be issued to the
Inpharmatica shareholders in three tranches. The first tranche
of 623,582 new Galapagos shares shall be issued in December
2006. Two subsequent tranches are due to be issued in April
and May 2007. The exact number of shares to be issued in
these two tranches at that time will be dependent upon certain
pre-agreed contractual conditions.
All issued shares will be
subject to a lock up agreement ending 10 May 2007. Galapagos
shall apply for a listing of the newly issued Galapagos
shares on Euronext Brussels and Euronext Amsterdam, subject
to the approval by the Belgian Banking Finance and Insurance
Commission (BFIC-CBFA) of a prospectus as required under
applicable Belgian law, as well as on London AIM.
Inpharmatica is a world-leader
in the development and application of powerful, genome-scale
predictive products and services for drug discovery research.
The company's technologies for drug discovery will bolster
Galapagos' leading position in this field by improving the
Group’s ability to select targets and compounds based
on predictive models and expertise. These technologies include
ADME services (Admensa™), a novel approach to prioritize
chemical compounds in drug screening, as well as chemo-informatics
services (Chematica™) to select the best targets for
drugability . Both technologies have already been widely
adopted by the pharmaceutical industry and enjoy a track
record of success. Major new customers brought by Inpharmatica
to the Galapagos group include Pfizer and Schering.
Inpharmatica will become part
of BioFocus DPI, Galapagos' drug discovery services business.
BioFocus DPI will assume the commercial and scientific management
of Inpharmatica, including the execution of all current
contracts of Inpharmatica. As a consequence of the acquisition,
the companies anticipate downsizing of Inpharmatica’s
management, sales and administrative staff positions. The
current CEO and CFO will assist in handover until 31 December
2006 and 31 March 2007 respectively. Immediate annualized
operational synergies are expected to amount to about €1.5
million. As part of the acquisition, Galapagos will obtain
certain downstream financial rights to Inpharmatica’s
internal PPAR-delta program, addressing obesity and diabetes,
which has reached the stage of candidate selection.
"We are excited to add
the distinguished drug discovery capabilities of Inpharmatica
to our BioFocus DPI business. Adding proprietary target
and compound selection tools to our platform provides an
even broader array of drug discovery solutions for both
our internal R&D and for our services business,"
commented Onno van de Stolpe, CEO of Galapagos. “It
will position our company further for additional turn-key
deals ranging from target discovery all the way to clinical
Proof of Concept.”
"We believe that the merger
of our drug discovery service operations into BioFocus DPI
creates the best value for our shareholders”, said
John Lisle, Inpharmatica’s CEO. “Integrating
Admensa and Chematica within the BioFocus DPI offering will
greatly increase their commercial potential and opportunity.”
Rationale and strategy
of acquisition by Galapagos
Galapagos acquires Inpharmatica
as part of its strategy to build a worldwide leader in drug
discovery services, ranging from target discovery all the
way through to the delivery of compounds with clinical Proof
of Concept.
Galapagos will integrate Inpharmatica
into its service division BioFocus DPI. Inpharmatica currently
employs around 30 people in Cambridge and London, UK; The
majority of this staff will join BioFocus DPI and will bring
the total Galapagos headcount to over 380 staff in seven
countries.
Galapagos will also employ
this acquired capability in its own drug discovery programs
in bone and joint diseases, where it aims to bring its own
candidate drugs into the clinic.
The acquisition of Inpharmatica
fits within Galapagos’ strategy to partner with pharmaceutical
and biotechnology companies in turn-key drug discovery collaborations,
as it strengthens the company’s breadth of technologies
and services. Galapagos entered such a turn-key alliance
with GlaxoSmithKline in osteoarthritis in June 2006 and
intends to complete two more such turn-key deals in the
coming three years.
The predictive drug discovery
capabilities acquired are expected to accelerate Galapagos’
own R&D pipeline by enabling prioritization of its validated
targets and the chemical lead compounds in the process of
drug development.
Webcast Conference
Call details
Galapagos will host a conference
call discussing the transaction on 6 December, 2006 at 10.00
AM CET/ 9.00 AM GMT. To participate in the call, dial +32
2290 1608 ten minutes in advance of the call. A live webcast
of the conference call can be accessed on the Galapagos
and Inpharmatica websites at www.glpg.com
and www.inpharmatica.co.uk,
respectively. An archived version of the webcast will be
available later today and archived on both company's websites
for 30 days.
About Galapagos
Galapagos is a publicly traded,
genomics-based drug discovery company (Euronext Brussels,
GLPG; Euronext Amsterdam, GLPGA, London AiM: GLPG) that
has drug discovery programs based on proprietary, novel
targets in bone and joint diseases - osteoarthritis, osteoporosis
and rheumatoid arthritis. Galapagos offers a full suite
of target-to-drug discovery products and services to pharmaceutical
and biotech companies through its division BioFocus DPI,
encompassing target discovery and validation, and drug discovery
services through to clinical Proof of Concept. In addition,
BioFocus DPI provides adenoviral reagents for rapid identification
and validation of novel drug targets and compound libraries
for screening. Prior to this transaction, Galapagos employed
more than 360 staff, and occupies facilities in the US,
the UK, Belgium, Switzerland, Germany and the Netherlands.
Galapagos maintains its revenue guidance for 2006 of €33-38
million. More information about Galapagos and BioFocus DPI
can be found at www.glpg.com.
About Inpharmatica
Inpharmatica is a privately
held drug discovery company. Founded in 1998, the company
employs around 30 people at its UK locations in London and
Cambridge. Major investors include 3i, GIMV, Advent Venture
Partners, Abingworth, Gilde and Reed Elsevier Ventures.
The principal capability of Inpharmatica is to effectively
manage and leverage the overwhelming gene, protein and drug
compound related data generated in drug discovery.
The company offers a full set
of predictive capabilities, database products and consultancy
services to accelerate the drug discovery process and enable
creation of high quality Candidate molecules. Inpharmatica
reported an audited operating loss of €11.9 million
for the year ended 31 December 2005, mainly attributable
to the discovery unit, and net assets of €10.9 million
(before preference share debt of €18.5 million, which
will be eliminated upon consolidation by Galapagos). The
discovery unit was closed during 2006, consolidating operations
towards services, and Inpharmatica is in advanced stages
of agreeing a partner for its PPAR delta discovery program.
Galapagos acquired the continuing
service operations as well as the downstream PPAR-delta
rights. It has two remaining service business units:
Chematica™, which enables
effective selection of the best biological targets and the
most appropriate drug-like chemistry starting points for
advancement; and
Admensa™, which enables
the highly efficient selection of chemical compounds with
the optimal balance of ADME properties.
Inpharmatica is a very well-known
and highly-regarded partner to the pharma and biotech industries
with excellent connections in most leading companies worldwide.
More information about Inpharmatica can be found at www.inpharmatica.co.uk.
Forward Looking Statements
This release contains certain
forward-looking statements that involve risks and uncertainties
that could cause actual results to be materially different
from historical results or from any future results expressed
or implied by such forward-looking statements. You are urged
to consider statements that include the words "may,"
"will," "would," "could,"
"should," "believes," "estimates,"
"projects," "potential," "expects,"
"plans," "anticipates," "intends,"
"continues," "forecast," "designed,"
"goal," or the negative of those words or other
comparable words to be uncertain and forward-looking. Any
forward-looking statements made by Inpharmatica or Galapagos
speak only as of the date made. Inpharmatica and Galapagos
undertake no obligation to publicly update any forward-looking
statements, whether as a result of new information, future
events or otherwise.