This press release constitutes a supplement to the Galapagos 2006 Prospectus
Mechelen, Belgium; 30 March 2007 – Galapagos NV (Euronext & LSE: GLPG) announces the publication of its 2006 Prospectus in connection with the share issues resulting from the all-share acquisitions of Inpharmatica and ProSkelia and the €31 million private placement in December 2006. Galapagos also announces the resignation of David Smith as Chief Financial Officer and the appointment of Leo Steenbergen as Chief Financial Officer, effective 1 June 2007. David Smith will continue to serve Galapagos as CFO until June and will assist in the transition process.
Prospectus
Galapagos’ 2006 Prospectus (consisting of a Registration Document, a Transaction Note and a Summary) was approved by the Belgian Banking Finance and Insurance Commission (BFIC-CBFA) on 20 March 2007 and by the Alternative Investment Market of the London Stock Exchange on 21 March 2007. On 26 March 2007, application was made for 5,483,913 shares in Galapagos NV to be admitted to trading on the AIM market of the London Stock Exchange. On the basis of this Prospectus, Galapagos has obtained the authorization for the listing of maximum 7,025,863 shares on Eurolist of Euronext Brussels and of Euronext Amsterdam, as well as on London AiM, effective as of 30 March 2007, of which 5,483,913 shares have already been issued on the date of this supplement, with the remainder to be issued in April and May 2007. The newly issued and to be issued shares in question relate to a number of transactions Galapagos completed in December 2006: the acquisition of Inpharmatica Ltd on 5 December 2006 (maximum 2,165,532 newly issued and to be issued shares), the private placement of €31 million on 22 December 2006 (3,463,683 newly issued shares) and the acquisition of ProSkelia SASU also on 22 December 2006 (1,396,648 newly issued shares). Further capital increases in relation to the acquisition of Inpharmatica Ltd. will be made public via supplements to the Prospectus in which the exact number of newly issued shares will be indicated. The newly issued shares rank pari passu with the Company’s existing shares and will be tradeable on Euronext Brussels and Euronext Amsterdam and on AiM starting today. Shares issued in connection with the Inpharmatica acquisition remain under lockup until 10 May 2007, while those issued to ProStrakan in connection with the ProSkelia acquisition remain under lockup until 22 December 2007.
Change in management
David Smith, who has served Galapagos as Chief Financial Officer since February 2006, will be leaving the Company in June 2007 to pursue his career further with UK based Cambridge University Hospitals NHS Foundation Trust. David will be replaced by Mr. Leo Steenbergen who has accepted the CFO position effective as of 1 June 2007.
Leo Steenbergen (54) was most recently Chief Financial Officer and a member of the Management Board of Telenet NV from January 2002 until December 2006. Under his management, the company was refinanced and, in 2005, completed a successful Initial Public Offering on Euronext. Prior to joining Telenet, Leo was CEO of IP Globalnet, where he successfully restructured and turned around operations, and CFO of the Bekaert Group. Leo worked from 1980 to 1997 for Hewlett-Packard Europe in various finance positions.
“I am very pleased to be joining Galapagos as CFO, and I am excited about this opportunity. Galapagos is a remarkable company with an excellent track record in building a biotech leader,” said Leo Steenbergen. “I look forward to contributing to Galapagos my experience gained in working with high growth technology companies.”
“Leaving Galapagos has been a difficult decision, as I have enjoyed contributing to the success and the growth of Galapagos and helping to shape the company into an integrated drug discovery business. For a combination of personal reasons, however, I wish to take my career in a different direction,” said David Smith. “Galapagos is well under way to becoming a leading European biotech company and is well positioned for its next phase of development and growth.”
“David has made a much valued contribution to Galapagos, and we are sorry that he has elected to leave Galapagos and the biotech industry. We wish him success in his future endeavors,” said Onno van de Stolpe, Chief Executive Officer of Galapagos. “We welcome Leo as his replacement; Leo’s background and experience in high tech and high growth companies will be invaluable in aggressively growing our services business and progressing our pipeline of therapeutic compounds in bone and joint diseases towards entry into the clinic in 2008.”
Financial Calendar 2007
Half Year Results 2007 8 August 2007
Full Year Results 2007 7 March 2008
Availability of documents
This press release constitutes a supplement to the Galapagos 2006 Prospectus. The English version of this supplement has been approved by BFIC on 27 March 2007. This supplement, together with the Galapagos Registration Document 2006, the Transaction Note 2006, and the Summary, constitute the 2006 Prospectus for the admission to listing of new Galapagos shares.
The 2006 Prospectus is available online at www.glpg.com/investor/prospectus.htm. The electronic versions of Galapagos’ 2006 Company report and Annual brochure (including consolidated and non-consolidated accounts) are available online in both Dutch and English at www.glpg.com/investor/financial_reports.htm. Printed versions of the reports can be requested by e-mail: ir@glpg.com, by phone: +32 15 34 29 00, and by fax: +32 15 34 29 01.
This supplement is published in English and Dutch. The English and the Dutch versions have equal value. Onno van de Stolpe assumes the responsibility for the translation of the English version of this supplement into Dutch.
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.
Tel. +31 6 2909 8028
ir@glpg.com
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. 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.