MECHELEN, BELGIUM--(Marketwired - Apr 24, 2013) - Galapagos NV (
Galapagos has placed 2,696,831 new shares to qualified institutional investors in the United States and Europe at a price of EUR20.00 per share, a 1.7% discount to the previous day's closing price. The placed shares comprise just below 10% of the current number of outstanding shares, bringing the total number of shares after the issue to 29,665,159. The new shares will be admitted to trading on NYSE Euronext Brussels and NYSE Euronext Amsterdam following their issuance, which is expected to take place on 30 April 2013.
The net proceeds from the transaction will be used primarily for general corporate purposes and will also give Galapagos additional balance sheet flexibility to enable the Company to further fund attractive internal pipeline opportunities before considering a partnership, and also to undertake attractive inlicensing or acquisition opportunities should they fit with Company strategy.
Jefferies International Limited and Kempen & Co. acted as Joint Global Coordinators and Joint Bookrunners for the offering.
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IMPORTANT INFORMATION
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.
The distribution of this press release in certain jurisdictions may be restricted by law. No action has been taken by Galapagos, Jefferies International Limited, Kempen & Co N.V. or any of their respective affiliates that would permit a public offer of the new shares in any jurisdiction where action for that purpose is required. This press release is for information purposes only and does not constitute an offer to purchase or the solicitation of an offer to buy any new shares in any jurisdiction in which such an offer or solicitation is unlawful. Persons into whose possession this press release comes are required to inform themselves about and to observe any such restrictions.
This press release is not for publication or distribution, directly or indirectly, in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia and Japan. This press release does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States, nor does it constitute an offer to sell, or the solicitation of an offer to buy, and there shall not be any sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to its registration or qualification under the laws of such jurisdiction. The new shares mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act"). The new shares may not be offered or sold in the United States except pursuant to an effective registration statement under, or an exemption from the registration requirements of, the Securities Act. There will be no public offer of securities in the United States.
This press release is not an offer to sell nor a solicitation to buy the new shares nor a prospectus for the purposes of Directive 2003/71/EC (such Directive, together with any applicable implementing measures in the relevant member state of the European Economic Area and as amended, including by Directive 2010/73/EU, to the extent implemented in the relevant member state, the "Prospectus Directive"). There will be no offer to the public of the new shares in any member state of the European Economic Area and no prospectus or other offering document has been or will be prepared in connection with the sale of the new shares by the Company. In the European Economic Area the new shares will only be offered and sold to "qualified investors" as defined in the Prospectus Directive or in other circumstances falling within Article 3(2) of the Prospectus Directive.
This press release does not constitute an offer of the new shares to the public in the United Kingdom, nor is it intended to be an inducement to engage in investment activity for the purpose of section 21 of the Financial Services and Markets Act 2000 (as amended) of the United Kingdom. Consequently, this press release is only directed at (i) persons who are outside the United Kingdom; (ii) investment professionals within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 as amended (the "Order"); (iii) persons falling within Article 49(2)(a)-(d) of the Order; or (iv) other persons to whom it may be lawfully be communicated, together being referred to as "relevant persons". The new shares are only available to, and any invitation, offer or agreement to purchase or otherwise acquire the new shares will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This press release does not constitute or form part of, and should not be construed as an offer or the solicitation of an offer to subscribe for or purchase the new shares, and nothing contained therein shall form the basis of or be relied on in connection with any contract or commitment whatsoever, nor does it constitute a recommendation regarding the new shares. An investment decision to buy any of the new shares in the private placement must be made solely on the basis of publicly available information. Such information is not the responsibility of, and has not been independently verified by any of, Jefferies International Limited, Kempen & Co N.V., or their respective affiliates.
Jefferies International Limited, Kempen & Co N.V. are acting only for the Company in connection with the private placement and no one else, and will not be responsible to anyone other than the Company for providing the protections offered to clients of Jefferies International Limited, Kempen & Co N.V. nor for providing advice in relation to the private placement.
This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Galapagos NV via Thomson Reuters ONE
[HUG#1696104]
CONTACT Galapagos NV Elizabeth Goodwin Director Investor Relations Tel: +31 6 2291 6240 Email Contact
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