On 21 September 2005, ING Corporate Finance made, on behalf of Galapagos, a recommended all share offer (the “Offer”) to acquire the entire issued and to be issued ordinary share capital of BioFocus plc (“BioFocus”).
As at 1.00 p.m. (London time) on 12 October 2005, being the First Closing Date of the Offer, valid acceptances had been received in respect of 12,552,464 BioFocus Shares, representing approximately 76.9 per cent. of the issued share capital of BioFocus.
Condition (a) of Part A of Appendix 1 of the Offer Document entitled “Conditions and Further Terms of the Offer” allows Galapagos to declare the Offer unconditional as to acceptances provided that Galapagos has acquired or agreed to acquire, whether pursuant to the Offer or otherwise, BioFocus Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at general meetings of BioFocus. Accordingly, the Galapagos Board is pleased to announce that, this condition having been satisfied, the Offer is hereby declared unconditional as to acceptances.
Application has been made to the London Stock Exchange for both the Existing Galapagos Shares and the Offer Shares to be issued to BioFocus Shareholders pursuant to the Offer (the “Shares”) to be admitted to trading on AiM on a “when issued” basis in accordance with rules 7050 to 7051 of the Rules of the London Stock Exchange (“When Issued Trading”). It is expected that When Issued Trading in the Shares on AiM will commence at 8.00 a.m. (London time) on 17 October 2005.
Application has also been made to the London Stock Exchange for both the Existing Galapagos Shares and the Offer Shares to be admitted to trading on AiM (“AiM Admission”). It is expected that AiM Admission will become effective, and unconditional dealings in the Shares on AiM will commence, at 8.00 a.m. (London time) on 20 October 2005.
Application has been made for the Offer Shares to be issued to BioFocus Shareholders pursuant to the Offer to be admitted to trading on Eurolist by Euronext Brussels and Euronext Amsterdam (the “Euronext Admissions”). It is expected that the Euronext Admissions will become effective, and normal dealings in the Offer Shares on Eurolist by Euronext Brussels and Euronext Amsterdam will commence at 8.00 a.m. London time / 9.00 a.m. Central European time on 18 October 2005.
The Offer remains conditional on satisfaction of the conditions set out at paragraphs (b) and (c) of Part A of Appendix 1 to the Offer Document dated 21 September 2005 relating to, respectively, the commencement of When Issued Trading and publication, if required, by Galapagos of a supplemental prospectus. The Offer is not conditional on either AiM Admission or the Euronext Admissions.
The total number of acceptances received in connection with the Offer includes acceptances in respect of 636,070 BioFocus Shares (representing approximately 3.9 per cent. of the issued share capital of BioFocus), which were the subject of irrevocable undertakings to accept the Offer from the BioFocus Directors.
Neither Galapagos nor any person deemed to be acting in concert with it held any BioFocus Shares (or rights over such shares) before 21 September 2005, the first day of the Offer Period, nor has any such person acquired or agreed to acquire any such shares (or rights over such shares) since the Offer Period commenced.
The Offer, which remains subject to the terms and conditions set out in the Offer Document, will remain open for acceptance for 14 days until 1.00 p.m. (London time) on 26 October 2005. BioFocus Shareholders who have not yet accepted the Offer and who hold BioFocus Shares in certificated form are urged to complete, sign and return the Form of Acceptance in accordance with instructions set out in the Offer Document and the Form of Acceptance as soon as possible and, in any event, so as to be received by post or by hand by Lloyds TSB Registrars, Princess House, 1 Suffolk Lane, London EC4R no later than 1.00 p.m. (London time) on 26 October 2005. If you hold your BioFocus Shares in uncertificated form (that is, in CREST) you are urged to accept the Offer by TTE Instruction in accordance with the instructions set out in the Offer Document as soon as possible and, in any event, so as to be settled not later than 1.00 p.m. (London time) on 26 October 2005.
Terms defined in the Offer Document dated 21 September 2005 shall, unless the context requires otherwise, have the same meaning in this announcement.
Onno van de Stolpe, CEO
Tel: +31 6 2909 8028
ING Corporate Finance
Tel: +44 20 7767 1000
Kempen & Co Corporate Finance
Pieter ter Kuile
Tel: +31 20 348 8529
Tel: +44 20 7466 5000
Smink, Van der Ploeg & Jongsma
Tel: +31 6 53816427
ING Corporate Finance, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Galapagos and no one else in connection with the Offer and will not be responsible to anyone other than Galapagos for providing the protections afforded to customers of ING Corporate Finance nor for providing advice in relation to the Offer or any other matter referred to in this announcement.
This announcement does not constitute an offer or an invitation to purchase any securities.
This Announcement does not constitute an offer of securities for sale in the United States and neither the Offer Shares to be issued in connection with the Offer nor the Galapagos CDIs have been, nor will they be, registered under the US Securities Act or under the securities laws of any state of the United States; the relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Offer Shares have not been, nor will they be, registered under or offered in compliance with applicable securities laws of any state, province, territory or jurisdiction of Canada, Australia or Japan. Accordingly, neither the Offer Shares nor the Galapagos CDIs are being and may not be (unless an exemption under relevant securities laws is applicable) offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction (a “Restricted Jurisdiction”) or to, or for the account or benefit of, any Canadian, Australian or Japanese person or citizen of the United States.
Unless otherwise determined by Galapagos and permitted by applicable law and regulation, the Offer is not being made, directly or indirectly, in or into, or by the use
of the mails or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of a national securities exchange, of a Restricted Jurisdiction (including the United States, Canada, Australia or Japan) and the Offer is not capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this Announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from a Restricted Jurisdiction and persons receiving this Announcement and any related document (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from a Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer.
The Galapagos Directors accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Galapagos Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.