Recommended Offer by Galapagos NV for BioFocus plc

Summary of the Offer

  • A recommended all share offer by ING Corporate Finance, made on behalf of Galapagos, for the entire issued and to be issued ordinary share capital of BioFocus
  • Galapagos to offer BioFocus Shareholders 0.225 Galapagos Shares for each BioFocus Share held
  • Based on the Closing Price of a Galapagos Share of €8.16 and an exchange rate of €1.4822 per £1 on 20 September 2005, being the last business day prior to the Announcement Date, the Offer values the entire issued share capital of BioFocus at approximately £20.2 million and each BioFocus Share at approximately 124 pence
  • The Offer represents a premium of approximately 121 per cent. to the Closing Price of 56.0 pence for each BioFocus Share on 20 September 2005, being the last business day prior to the Announcement Date and a premium of approximately 86 per cent. to the average Closing Price of 66.7 pence for each BioFocus Share for the 30 business days prior to the Announcement Date
  • Irrevocable undertakings to accept the Offer representing approximately 3.9 per cent. of BioFocus’ existing issued ordinary share capital have been received by Galapagos from the BioFocus Directors
  • Agreement in principle has been reached with a new CFO who will join the Executive Committee within two months following successful completion of the Offer
  • The First Closing Date of the Offer will be 13.00 London Time on 12 October 2005

    Strategic rationale

  • BioFocus’ expertise in chemistry, lead discovery and lead optimisation will greatly accelerate the progress of Galapagos’ programmes and assist in Galapagos’ transition to a fully integrated drug development biopharmaceutical company
  • Galapagos’ core expertise lies in the ability to discover and identify novel drug targets. Following the BioFocus Acquisition, the Enlarged Galapagos Group will have the ability to identify and optimise novel drug candidates against these targets, thus generating value by developing drugs along the value chain from target discovery up to pre-clinical testing
  • The managements of Galapagos and BioFocus believe that the Enlarged Galapagos Group will be well positioned to provide a suite of complementary biology and chemistry services to a broad base of customers throughout the global pharmaceutical and biotechnology industries, offering turnkey projects from target discovery to lead delivery and thus attracting a wider pool of customers seeking integrated outsourced solutions
  • The managements of Galapagos and BioFocus believe that the larger customer base that will result from the BioFocus Acquisition should provide opportunities for cross-selling and allow the Enlarged Galapagos Group to become a drug discovery services partner of choice for leading pharmaceutical companies
  • The Enlarged Galapagos Group will have an enhanced financial position, which will enable Galapagos to build further its position in the drug discovery arena, as well as a combined management team with a long-standing track record in all aspects of drug discovery

    Admission to trading on AiM and Euronext and dealings in Galapagos Shares

  • Given that BioFocus Shareholders will have 28.6 per cent. of the share capital (and up to 30.2 per cent. of the share capital assuming full exercise of BioFocus Options) of the Enlarged Galapagos Group, application will be made to the London Stock Exchange for the entire issued share capital of Galapagos, comprising the Existing Galapagos Shares and the Offer Shares, to be admitted to trading on AiM. Application will also be made for the Offer Shares to be admitted to trading on Eurolist by Euronext Brussels and Euronext Amsterdam

    Onno van de Stolpe, Chief Executive Officer of Galapagos and proposed CEO of the Enlarged Galapagos Group, commented, “The addition of BioFocus’ medicinal chemistry and biology expertise to Galapagos’ core target discovery capabilities is a significant leap forward in Galapagos’ transition to a fully integrated drug discovery entity. We have been collaborating with BioFocus for over a year and we are truly impressed by their drug discovery capabilities. We believe that these will greatly accelerate our programmes in bone and joint diseases.

    The new Enlarged Galapagos Group will offer a discovery engine from novel drug targets to preclinical candidates and should therefore be able to conclude strategic discovery deals with big pharma and biotech. This merger fits perfectly in our strategic plan to become the leading European biotech company, and we aim to give the European markets their own “biotech-turned-pharma” success story with our technology-based services and a pipeline of breakthrough drugs in development.”

    Geoff McMillan, Chief Executive Officer of BioFocus, said, “The combination of BioFocus and Galapagos creates a business with a formidable competitive position in our industry. As a combined group, we will be able to offer a compelling range of services to our customers, from the discovery and validation of novel targets through to the design and delivery of preclinical candidates.

    The Board of BioFocus believes the transaction is in the best interests of BioFocus Shareholders and strongly recommends that they accept the Offer.”

    ING Corporate Finance is making the Offer on behalf of Galapagos and, together with Kempen & Co Corporate Finance, is acting as joint financial adviser to Galapagos in connection with the Offer. Piper Jaffray Ltd. is advising BioFocus in connection with the Offer.

    THIS SUMMARY SHOULD BE READ IN CONJUNCTION WITH THE FULL TEXT OF THE FOLLOWING ANNOUNCEMENT ABOUT THE OFFER.

    TERMS USED IN THIS SUMMARY SHALL HAVE THE MEANING GIVEN TO THEM IN APPENDIX 3 TO THE FULL ANNOUNCEMENT.

    Galapagos will today be publishing a Prospectus in connection with the Offer and the applications for admission to trading of up to 3,960,646 Offer Shares on Eurolist by Euronext Brussels and Euronext Amsterdam. Copies of the Prospectus, in Dutch and English, as well as copies of Galapagos’ articles of association and annual report and accounts for 2004, can be obtained from today free of charge from 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) and Kempen & Co (Beethovenstraat 300, 1077 WZ, Amsterdam, The Netherlands, tel: +31 20 348 8500, documents@kempen.nl). Electronic versions of the Prospectus, the annual report and accounts for 2004 and the articles of association will also be available later today on Galapagos’ website at www.glpg.com.

    Presentation, conference call and webcast
    Prior to the audio webcast at 09.00 GMT, there will be a first briefing to newswires and other interested news media at 07.30 GMT via a wire call hosted by the two CEOs of Galapagos and BioFocus. To participate, please call +44 1452 555 499 or 0845 245 0375 within the UK and enter the participants’ code 187706 followed by #.

    The Galapagos and BioFocus management teams will give an investor presentation at 09.00 GMT (10.00 CET) today, 21 September 2005, at the offices of Buchanan Communications, 107 Cheapside, London EC2V 6DN, United Kingdom. Please call Rebecca Skye Dietrich for further details on +44 (0) 20 7466 5000.

    It is also possible to participate in the event live through a conference call and/or by viewing the webcast. To participate in the conference call, please call one of the following numbers ten minutes prior to commencement:

    Outside the UK: + 44 1452 542 300
    Within the UK: 0845 245 3471

    A question and answer session will follow the presentation. The live audio webcast can be accessed via Galapagos’ and BioFocus’ websites at www.glpg.com and www.biofocus.com, and will be available for replay a few minutes after the live version airs.

    -ends-

    CONTACTS

    Galapagos N.V.
    Onno van de Stolpe, CEO
    Tel: +31 6 2909 8028
    Andre Hoekema, Managing Director
    Tel: +31 71 524 8800

    ING Corporate Finance
    Neil Mackison
    Tel: +44 20 7767 1000

    Kempen & Co Corporate Finance
    Wouter Berkhout
    Tel: +31 20 348 8534

    Buchanan Communications
    Tim Anderson
    Mark Court
    Rebecca Skye Dietrich
    Tel: +44 20 7466 5000

    Smink, Van der Ploeg, en Jongsma
    Leon Melens, partner
    Tel:+ 31 20 647 8181
    Mob: +31 6 538 16 427

    BioFocus plc
    Geoff McMillan
    Stephen France
    Tel: +44 1799 533 500

    Piper Jaffray Ltd.
    Matthew Flower
    Tel: +44 20 7743 8700

    Information on Galapagos
    Galapagos is a publicly traded, genomics-based drug discovery company (Euronext Brussels, GLPG; Euronext Amsterdam, GLPGA) 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 programmes are used for Galapagos’ internal drug discovery programmes, combined with selected out-licensing and partnering of projects during development. Galadeno, Galapagos’ partnering 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 78 people, including 23 PhDs, and occupies facilities in Mechelen, Belgium, and Leiden, The Netherlands. Galapagos’ partners include Bayer, Boehringer Ingelheim, Celgene, GlaxoSmithKline, Novartis, Vertex and Wyeth.
    More information about Galapagos and Galadeno can be found at www.glpg.com

    Information on BioFocus
    Based near Cambridge, UK, BioFocus (AiM, BIO) is an integrated drug discovery business that offers outsourced drug discovery products and services in discovery biology, medicinal chemistry and molecular informatics to the global pharmaceutical and biotechnology industries. BioFocus was one of the first European-based companies focusing on the provision of discovery chemistry platforms to the pharmaceutical and biotechnology industries. The company employs 112 full time personnel, consisting of 108 employees and 4 contractors. More information about BioFocus can be found at www.biofocus.com.

    Click on the link below to download the PDF full text version of the announcement in English.