Mechelen, Belgium; 8 May 2007 – Galapagos NV (Euronext & LSE: GLPG) announced today that it has issued a final tranche of 113,378 new shares in relation to the Inpharmatica acquisition.
On 6 December 2006, Galapagos announced the acquisition of UK-based Inpharmatica Ltd. Under the acquisition agreement, the shareholders of Inpharmatica contributed their C Preference shares to the capital of Galapagos, in exchange for a maximum of 2,165,532 newly issued Galapagos shares. A first tranche of 623,582 Galapagos shares was issued to former Inpharmatica shareholders in December 2006 as consideration for the contribution of their shares. On 6 April 2007, a second tranche of 613,270 new Galapagos shares was issued and allocated to the former Inpharmatica shareholders as further consideration. On 7 May 2007, the third and last tranche of 113,378 Galapagos shares was issued and allocated to the former holders of Inpharmatica C Preference shares as final part of the consideration for the acquisition; these shares are expected to be admitted to trading on Euronext Brussels. Euronext Amsterdam, and AiM starting on 11 May 2007. All shares issued under the acquisition agreement are subject to a lock up agreement that will come to an end on 10 May 2007.
The final total consideration which Galapagos has paid for the Inpharmatica acquisition is therefore 1,350,230 shares, which is 815,302 fewer than the maximum agreed upon between Galapagos and Inpharmatica shareholders. The reduced consideration is a result of Inpharmatica not meeting a commercial milestone upon an agreed date, as set forth in the acquisition agreement.
As a result of this share issue, the number of Galapagos’ shares outstanding as of 7 May 2007 is 20,592,766 shares, representing a share capital of €111,873,435.47, which is the book value of Galapagos’ equity. All newly issued shares rank pari passu with Galapagos’ existing shares.
About Galapagos
Galapagos (Euronext Brussels, GLPG; Euronext Amsterdam, GLPGA; London AiM: GLPG) is a drug discovery company with clinical and pre-clinical programs in bone and joint diseases, cachexia, and menopausal hot flashes. 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[1] database products to select targets and compounds. Galapagos currently employs 450 people and operates facilities in eight 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.
CONTACT
Galapagos NV
Onno van de Stolpe, CEO
Tel: +31 6 2909 8028
ir@glpg.com
This supplement to the Prospectus 2006 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. 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.
[1] ADMET is the acronym for Absorption, Distribution, Metabolism, Excretion, and Toxicity: Meeting parameters against these five criteria is critical to the success of a pharmaceutical compound as a drug.