Creates
drug discovery leader in bone & joint diseases
Webcast
Press Conference Scheduled for 10.30 AM CET on 22 December, 2006
•
Preclinical programs in bone disease to expand Galapagos’
pipeline
• Phase II menopausal product marks start of Galapagos clinical
development
• Acquisition price comprises €12.5 million in newly
issued Galapagos shares plus a future earn-out capped at €14.5
million
• Galapagos raises an additional €31 million through
a private placement
• Proceeds will be used to fund Galapagos’ enhanced
portfolio in bone & joint diseases through to clinical testing
Mechelen, Belgium, 22 December, 2006; Galapagos NV (Euronext &
London AIM: GLPG), an integrated drug discovery company, today
announced to have entered into a definitive agreement with UK-based
ProStrakan Group plc (LSE: PSK) under which Galapagos acquires
ProSkelia SASU, a French subsidiary of ProStrakan.
ProSkelia is engaged in drug discovery and development in bone
diseases. ProSkelia was the 2002 spin-out of Aventis’ Bone
Disease Unit and was acquired in 2004 by the Strakan Group to
form ProStrakan.
The
assets that Galapagos acquires include ProSkelia’s R&D
operations focused on bone diseases as well as a product portfolio
of three preclinical products in bone diseases (osteoporosis and
bone metastasis), and one preclinical product in cachexia (muscle
atrophy and weight loss). The combined product development portfolio
will contribute to Galapagos’ goal of having multiple clinical
programs in bone and joint diseases in 2008.
The
transaction includes an exclusive option and license to oestradiol
glucoside (“E2G”), a product that has successfully
completed a phase IIa clinical study for treatment of menopausal
symptoms (‘hot flashes’). This marks the start of
Galapagos’ clinical programs. With the acquisition, ProSkelia’s
ongoing R&D partnerships with Amgen, Genentech, and Novartis
will be transferred to Galapagos. Galapagos will receive all annual
revenues from these partnerships and will be eligible to 25% of
the downstream milestones and royalties from these partnerships.
The
acquisition price
The acquisition price of ProSkelia comprises €12.5 million
in newly issued Galapagos shares. This price is partially offset
by estimated cash tax refunds of €9 million over the coming
four years. In addition, ProStrakan will be eligible for earn-out
payments capped at €14.5 million, as part of future income
that Galapagos will derive from the acquired pre-clinical programs.
For the license on E2G, ProStrakan will receive €5 million
plus a fixed amount of licensing revenues receivable by Galapagos,
as well as single digit royalties. These payments to ProStrakan
for the E2G program are conditional to successful completion of
Phase IIb clinical trials and partnering of the product. In addition,
ProStrakan has right of first refusal on the cachexia program,
should Galapagos decide to partner or out-license this.
Financing
In conjunction with the acquisition, Galapagos has raised an additional
€31 million in funding through a private placement of new
shares with institutional investors in the US and Europe. The
proceeds of the offering will be used for the funding of the further
development of the enhanced portfolio in bone & joint diseases
through to clinical testing.
“With our programs in rheumatoid arthritis, our GSK alliance
in osteoarthritis, and now the excellent ProSkelia programs, Galapagos
is becoming a leader in the discovery and development of small
molecule drugs to treat bone and joint diseases,” commented
Onno van de Stolpe, CEO of Galapagos. “With the licensing
of ProStrakan’s E2G program, we will be able to execute
a phase IIb trial and build the necessary infrastructure to progress
our other products into and through clinical testing. Additionally,
Galapagos expands its collaborations with leading pharma and biotech
companies, while operating a fast growing business unit in drug
discovery services. The substantial capital inflow through the
issue of new shares to institutional investors in the US and Europe
is expected to provide Galapagos with the necessary funding to
bring our bone and joint programs into the clinic in 2008 and
2009. We are gratified by the strong support from leading international
institutions for our plans.”
ProSkelia, located in Romainville near Paris, operates state of
the art research facilities in discovery research. It currently
employs 65 people. The operations will be integrated with Galapagos’
drug discovery division based in Mechelen. The acquired capabilities
in preclinical development and in vivo pharmacology will benefit
Galapagos’ current drug discovery programs. As a consequence,
Galapagos expects immediate cost savings of about €2.5 million
per year, mainly because of reduced outsourcing needs for Galapagos
drug development, and in part through operational synergies.
This acquisition also fits very well within Galapagos’ strategy
to partner with pharmaceutical and biotechnology companies in
turnkey drug discovery alliances, as it further strengthens the
company’s portfolio of drug candidates. Galapagos entered
such a turnkey alliance with GlaxoSmithKline in osteoarthritis
in June 2006 and intends to complete two more such turnkey deals
in the coming three years.
Galapagos will issue 4,860,331 new shares as part of the capital
increase and the ProSkelia acquisition, on the basis of €8.95
per share (the average Galapagos share price over the last thirty
days prior to 22 December 2006 as quoted on Euronext Amsterdam).
The newly issued shares to ProStrakan will be subject to a 12-month
lock-up agreement, other than in certain defined circumstances.
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. Trading of the new shares issued
in conjunction with the private placement will be subject to BFIC-CBFA
approval of the prospectus, which is expected April, 2007.
Kempen & Co advised Galapagos in the acquisition of ProSkelia,
and Kempen & Co, Fortis and Whitaker Securities have been
Joint Lead Managers of the private placement.
Webcast Press Conference details
Galapagos
will host a press conference and audio webcast call discussing
the transaction on 22 December, 2006 at 10.30 AM CET/ 9.30 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 website at www.glpg.com.
An archived version of the webcast will be available later today
and archived on the website 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 drug discovery services through to delivery of pre-clinical
candidates. In addition, BioFocus DPI provides adenoviral reagents
for rapid identification and validation of novel drug targets,
compound libraries for drug screening as well as chemogenomics
and ADME database products to select targets and compounds. Prior
to this transaction, Galapagos employed more than 380 people and
operated facilities in seven countries, with global headquarters
in Mechelen, Belgium. More information about Galapagos and BioFocus
DPI can be found at www.glpg.com.
About
ProStrakan
ProStrakan
Group plc is a rapidly growing international specialty pharmaceutical
company engaged in the development and commercialization of prescription
medicines for the treatment of unmet therapeutic needs in major
markets. The company is headquartered in Galashiels, Scotland.
EU-wide sales and marketing of ProStrakan’s portfolio of
products are handled by commercial subsidiaries based in the UK,
France, Germany and Spain. ProStrakan was listed on the London
Stock Exchange in June 2005. More information on ProStrakan can
be found at www.prostrakan.com.
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 ProStrakan or Galapagos speak only as of the date made.
ProStrakan and Galapagos undertake no obligation to publicly update
any forward-looking statements, whether as a result of new information,
future events or otherwise.
CONTACT:
Galapagos
NV
Onno van de Stolpe
CEO
+31 6 2909 8028
ir@glpg.com