In total 2,939,704 new shares will be issued, of which 82,562 in connection with the exercise of warrants, excluding the over-allotment option. Together with the existing shares, the total number of outstanding shares will be 8,878,258. The issue price of € 7.00 is based on the bookbuilding system. Circa 91% of the shares will be allocated to institutional investors and circa 9% to retail investors.
The Galapagos shares will be listed on Eurolist by Euronext Brussels and Euronext Amsterdam. Trading in the shares will commence on Friday May 6, 2005, at 9.00 hours CET. Delivery and payment of the shares Galapagos will take place on Tuesday May 10, 2005. In relation with the offering, Galapagos has granted an over-allotment option to the lead managers to purchase up to 428,571 newly issued shares to cover over-allotments. This option is exercisable as of the first day of listing until 30 calendar days thereafter. The lead managers reserve the right to withdraw the transaction until the day of delivery and payment of the shares. Any allocations made will then be reversed. Payments, if any, on the allocated shares will be refunded excluding bared interest or other compensation.
In reaction to the placement, Onno van de Stolpe, CEO of Galapagos, said: “We are delighted with the success of the capital increase and the listing on Euronext. The book has been filled by a large number of quality investors throughout Europe. We are also pleased that in the end, after the adjustment of the offer size, the offer was substantially oversubscribed. We suffered from poor market sentiment during the book building and have adjusted the offering adequately. Galapagos now has almost € 30 million available to further develop our drugs for rheumatoid arthritis, osteoporosis and osteoarthritis and bring them to the clinic for at least two years. I am pleased that, in close cooperation with Kempen & Co and KBC Securities, we have been able to finalise the listing within only four months and that we can now focus again on further extending Galapagos as one of the top biotech companies in the Benelux.”
Prospectus
The prospectus provides more information on Galapagos, the capital increase, and the risks with regard to investing in the shares of Galapagos. For the transaction in Belgium, only the Dutch version of the prospectus is legally binding. For the transaction in the Netherlands and the private placement with institutional investors, the English version in legally binding. Copies of the prospectus in the Dutch and English language are available free of costs at Galapagos (Generaal De Wittelaan L11/A3, B-2800 Mechelen, Belgium, tel: +32 15 342 900), Galapagos Genomics BV (Archimedesweg 4, 2301 CA Leiden, The Netherlands, tel: +31 71 524 8800), KBC Securities (Havenlaan 12, 1080 Brussel, Belgium), Kempen & Co (Beethovenstraat 300, 1077 WZ, Amsterdam, The Netherlands, tel: +31 20 348 8500) and at the counters of all KBC Bank branches in Belgium. The electronic version of the prospectus is available at the company website of Galapagos, www.glpg.com, at the website of Euronext, www.euronext.com and at www.kbcsecurities.be. As of May 10, 2005, the final prospectus, which will only be published in the Netherlands in the English language, is available at Galapagos, Galapagos Genomics BV, and Kempen & Co at the addresses mentioned above, as well as at the website of Galapagos, www.glpg.com and the website of Euronext, www.euronext.com.
Further information
Further information on the capital increase and the IPO can be found in the press releases of Galapagos dated April 15, 2005 and April 29, 2005 as well as on the company website of Galapagos, www.glpg.com. In addition you can contact:
Galapagos
Onno van de Stolpe, CEO
Tel: +31 6 2909 8028
Email: onno@galapagos.be
Internet: www.glpg.com
Smink, van der Ploeg & Jongsma
Financial Communication
Léon Melens, Kees Jongsma
Tel: +31 20 647 8181
Mob: +31 6 5381 6427
Email: lmelens@spj.nl
About Galapagos
Galapagos is a genomics-based drug discovery company that has successfully discovered and validated novel targets in the bone and joint diseases – osteoarthritis, osteoporosis and rheumatoid arthritis, as well as in asthma and Alzheimer’s disease. Proprietary targets and compounds resulting from these programs are used for Galapagos’ internal drug discovery programs, combined with selected out-licensing and partnering of projects during development.
Galadeno, Galapagos’ services unit, provides reagents and functional screens to leading pharmaceutical, biotech and nutraceutical companies for rapid identification and validation of novel drug targets.
Galapagos currently employs 66 people, including 16 PhDs, and occupies facilities in Mechelen, Belgium, and Leiden, The Netherlands. Partners include Bayer, Boehringer Ingelheim, Celgene, GlaxoSmithKline, Vertex and Wyeth.
Galapagos was founded in 1999 by Crucell (Nasdaq, Euronext: CRXL) and Tibotec to exploit Crucell’s unique PER.C6® technology for target discovery. The joint venture operated until 2002 when the company raised € 23.4 million in a private placement, which brought in reputed international life sciences investors: Abingworth, AlpInvest, Apax and Burrill.