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For
Immediate Release 21 September 2005
Recommended
Offer by Galapagos NV for BioFocus plc
Galapagos
and BioFocus form a new force in drug discovery
NOT
FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, IN
OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
The
boards of Galapagos NV, a genomics-based biotechnology company (Euronext
Brussels: GLPG; Euronext Amsterdam: GLPGA) and BioFocus plc, an
integrated drug discovery company (AiM: BIO), today announce that
they have reached agreement on the terms of a recommended all share
offer by Galapagos for BioFocus.
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.
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