Proceeds to be used for future acquisitions
Mechelen, Belgium; 18 October 2010 – Galapagos NV (Euronext: GLPG) today announces its intention to issue up to 2,389,347 new ordinary shares. ABN AMRO and KBC Securities will be acting as Joint Global Coordinators and Joint Bookrunners for the offering.
The Board of Directors of Galapagos will proceed to the issuance of up to 2,389,347 new ordinary shares under the authorized capital. The new shares will be offered through an accelerated bookbuild offering to qualified and other eligible investors. The new shares are scheduled to be admitted to listing on NYSE Euronext Brussels on or shortly after 22 October 2010. The offering will start Tuesday 19 October 2010 at 8:00 am CET; it is expected that trading of the Galapagos shares on NYSE Euronext Brussels will be suspended until the result of the bookbuild offering is known.
“We retain our full year 2010 financial guidance. Management also remains ambitious to make Galapagos a European biotech leader, and acquisitions may help us to achieve that goal,” said Onno van de Stolpe, Chief Executive Officer of Galapagos. “Galapagos has a strong record of successful acquisitions that contributed to creating shareholder value. Following on the Argenta acquisition for €16.5 million in cash earlier this year, Galapagos is strengthening its cash reserves with this offering to be well positioned for possible further acquisition opportunities.”
Galapagos (Euronext: GLPG; OTC: GLPYY) is a mid-size biotechnology company specialized in the discovery and development of small molecule and antibody therapies with novel modes-of-action. The Company is progressing one of the largest pipelines in biotech, with six clinical and over 50 small molecule discovery/pre-clinical programs. Through risk/reward-sharing alliances with GlaxoSmithKline, Lilly, Janssen Pharmaceutica, Merck & Co., Roche and Servier, Galapagos is eligible to receive up to €3.3 billion in downstream milestones, plus royalties. The Galapagos Group has over 800 employees and operates facilities in seven countries, with global headquarters in Mechelen, Belgium. More info at: www.glpg.com
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.
Onno van de Stolpe, CEO
Tel: +31 6 2909 8028
Elizabeth Goodwin, Director Investor Relations
Tel: +31 6 2291 6240
Tel: +31 20 628 8044
Tel: +32 2 417 4404
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.