Mechelen, Belgium; 6 March 2008 – Galapagos NV (Euronext: GLPG) announced today that it will launch a Level 1 American Depositary Receipt (ADR) facility in the United States. Galapagos will cancel its listing on the Alternative Investment Market (AIM) of the London Stock Exchange.
Galapagos’ ADR-1 listing
Galapagos’ Board of Directors has approved the launch of a company sponsored Level 1 ADR, with Over-The-Counter (OTC) Pink Sheet trading under ticker symbol GLPYY and CUSIP number 36315X101, commencing in the week of 10 March 2008. Each ADR will represent one Galapagos ordinary share. The Bank of New York has been appointed as the Company’s depositary bank for this facility.
Galapagos’ ordinary shares will continue to trade on Euronext Amsterdam and Euronext Brussels.
“The ADR program is part of our strategy to increase the Company’s visibility with investors in the United States,” said Onno van de Stolpe, Chief Executive Officer of Galapagos. “Galapagos has become compelling for the US equity markets because of our strategic alliances with top pharma partners and the upcoming initiation of our clinical trials this year. We are committed to broadening our shareholder base and our ADR facility will give US investors the opportunity to participate in Galapagos’ future performance. In addition, it is attractive to us that the Level 1 ADR will not impose additional reporting requirements such as Sarbanes Oxley compliance, nor will it carry any material costs for Galapagos.”
Cancellation of AIM listing
Galapagos’ Board of Directors has approved the cancellation of Galapagos’ listing on AIM, to take effect as of 7 April 2008.
The original purpose of the AIM listing has been served: to give former BioFocus plc shareholders a UK facility to hold or trade the Galapagos shares they acquired in exchange for their BioFocus plc shares. The number of Crest Depository Interests, each CDI representing an underlying ordinary share of Galapagos, has decreased from 3.7 million in January 2006 to around 700,000 at present. The difference is accounted for by the migration of the shares to Euronext, where the shareholders hold these as ordinary shares. Furthermore, trading of Galapagos shares on AIM has diminished to low volumes over the last year.
The cancellation of the AIM listing has no impact on CDI holders. The CDIs will continue to exist until the underlying shares are traded on Euronext Amsterdam or Brussels; trading of these shares will take place just as any other cross-border transaction.
ADRs (American Depositary Receipts) enable US investors to acquire and trade non-US securities denominated in US dollars without concern for the different settlement timetables and the problems typically associated with overseas markets. A routine process for most banks, ADRs are created when a US broker purchases a company’s ordinary shares on the home stock market and delivers those underlying shares to the depositary’s local custodian bank, which then instructs the US depositary bank, in this case, The Bank of New York, to issue ADRs. Level I ADRs are traded in the U.S. Over The Counter (OTC) market with prices published in the “Pink Sheets” and on some exchanges outside the United States. More information on ADRs is available at www.adrbny.com.
Galapagos (Euronext Brussels, GLPG; Euronext Amsterdam, GLPGA; OTC: GLPYY) is a drug discovery company with pre-clinical programs in bone and joint diseases and bone metastasis. Its division BioFocus DPI offers a full suite of target-to-drug discovery products and services to pharmaceutical and biotech companies, encompassing target discovery and validation, screening and drug discovery through to delivery of pre-clinical candidates. BioFocus DPI also provides adenoviral reagents for rapid identification and validation of novel drug targets, compound libraries for drug screening as well as chemogenomics and ADMET database products to select targets and compounds. Galapagos currently employs 460 people and operates facilities in six countries, with global headquarters in Mechelen, Belgium. More information about Galapagos and BioFocus DPI can be found at www.glpg.com and www.biofocusdpi.com.
Galapagos NV Further information for CDI holders:
Onno van de Stolpe, CEO Elizabeth Goodwin, Manager Investor Relations
Tel: +31 6 2909 8028 Tel: +31 6 2291 6240
This release may contain forward-looking statements, including, without limitation, statements containing the words “believes,” “anticipates,” “expects,” “intends,” “plans,” “seeks,” “estimates,” “may,” “will,” “could,” “stands to,” and “continues,” 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. 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. Nothing in this disclaimer is intended to nor does it affect the obligations and responsibilities of Galapagos pursuant to the rules of the exchanges on which Galapagos’ shares are admitted for trading, including the AIM Rules for Companies.