Proceeds used to accelerate clinical product development
NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA
Mechelen, Belgium; 15 October 2009 – Galapagos NV (Euronext: GLPG) today announces its intention to issue up to 2,125,925 new ordinary shares. Fortis Bank Nederland / MeesPierson Corporate Finance & Capital Markets will be acting as Sole Global Coordinator and Sole Bookrunner for the offering.
The Board of Directors of Galapagos will proceed to the issuance of up to 2,125,925 new ordinary shares under the authorized capital. The new shares will be offered through an accelerated bookbuild offering to eligible institutional and other qualified investors, and will be admitted to listing on NYSE Euronext Brussels following their issuance. The offering will start Friday 16 October 2009 at 8:00 am CET.
“Galapagos is well on track to achieve its 2009 operational and financial objectives, with three programs in the clinic and €100 million in revenues,” said Onno van de Stolpe, Chief Executive Officer of Galapagos. “The proceeds of this capital increase will be used to accelerate the clinical development of our candidate medicines, including next year’s Phase II clinical trial of GLPG0259 for rheumatoid arthritis.”
Galapagos (Euronext: GLPG; OTC: GLPYY) is a drug discovery and development company with small molecule programs in bone and joint diseases, bone metastasis, cachexia, anti-infectives and metabolic diseases. It has established risk sharing alliances with GSK, Janssen Pharmaceutica, Eli Lilly and Merck and Co. Through an alliance with MorphoSys, Galapagos is also developing new antibody therapies in bone and joint diseases. Its division BioFocus DPI offers a full suite of target-to-drug discovery products and services to pharmaceutical and biotech companies and to patient foundations, encompassing target discovery and validation, screening and drug discovery through to delivery of pre-clinical candidates. Galapagos currently employs 495 people and operates facilities in six countries, with global headquarters in Mechelen, Belgium. More info at: www.glpg.com.
Onno van de Stolpe, CEO
Tel: +31 6 2909 8028
Fortis Bank Nederland / MeesPierson Corporate Finance & Capital Markets
Tel: +31 20 527 1709
Tel: +31 20 527 1709
Cautionary note regarding forward-looking statements
This release may contain forward-looking statements, including, without limitation, statements containing the words “believes,” “anticipates,” “expects,” “intends,” “plans,” “seeks,” “estimates,” “may,” “will,” “could,” 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. 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, unless required by law or regulation.
The new shares have not been and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act”) and may not be offered or sold in the United States absent registration or an exemption from registration. The Company does not intend to register any portion of the Offering in the United States or to conduct a public offering of securities in the United States.
In relation to each member State of the European Economic Area which has implemented the Prospectus Directive (as defined below) (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), the Offering will not be made to the public in that Relevant Member State, except, with effect from and including the Relevant Implementation Date:
(i) to qualified investors (as defined in the Prospectus Directive or implementing legislation in the Relevant Member State) (“Qualified Investors”);
(ii) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive); or
(iii) in any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision and when used elsewhere in this announcement, the expression an “offer of Shares to the public”, or any similar expression, in relation to any Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the Offering and the Shares to be offered so as to enable an investor to decide to purchase or subscribe for the Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” when used in this announcement means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.