| GALAPAGOS
COMPLETES ACQUISITION OF BIOFOCUS
Recommended offer for BioFocus
plc declared unconditional in all respects Mechelen, Belgium; October 17, 2005 - The Board of Galapagos NV (Euronext Brussels: GLPG; Euronext Amsterdam: GLPGA) announced that the offer for BioFocus plc today has become wholly unconditional. With this, BioFocus will now become an integral part of Galapagos. Trading of the Galapagos shares on AiM is expected to begin 20 October 2005. BioFocus has requested the London Stock Exchange to cancel the listing of BioFocus shares from AiM. Onno van de Stolpe, Chief Executive Officer of Galapagos, commented, “We are pleased to complete the acquisition of BioFocus. Both companies have initiated the integration and look forward to forming a leading drug discovery company with gene-to-preclinical drug discovery capabilities.” Key dates:
At 8:00 a.m. today, both the Existing Galapagos Shares and the Offer Shares issued to BioFocus Shareholders pursuant to the Offer (the “Shares”) were admitted by The London Stock Exchange 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”). Both of the conditions set out in 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, have now been satisfied. The Offer has therefore become wholly unconditional and 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. Settlement of the consideration to which BioFocus Shareholders are entitled will be effected within 14 days of today’s date in the case of valid acceptances received by today’s date, and within 14 days of receipt in the case of valid acceptances received after today date and while the Offer remains open for acceptance. Terms defined in the Offer Document dated 21 September 2005 shall, unless the context requires otherwise, have the same meaning in this announcement. About Galapagos Galapagos is a publicly traded, genomics-based drug discovery company (Euronext Brussels, GLPG; Euronext Amsterdam, GLPGA) that has drug discovery programs based on proprietary, novel targets in the bone and joint diseases - osteoarthritis, osteoporosis and rheumatoid arthritis. Galapagos offers a full suite of target-to-drug discovery products and services to pharmaceutical and biotech companies through its division BioFocus, encompassing target discovery and validation, and drug discovery services through to delivery of pre-clinical candidates. In addition, BioFocus provides adenoviral reagents for rapid identification and validation of novel drug targets and compound libraries for screening. Galapagos currently employs 193 people, including 74 PhDs, and occupies facilities in Mechelen, Belgium, Saffron Walden, UK and Leiden, The Netherlands. The partners of Galapagos include Amgen, AstraZeneca, Bayer, Boehringer Ingelheim, Celgene, GlaxoSmithKline, Novartis, Organon, Serono, Vertex, and Wyeth. More information about Galapagos and BioFocus can be found at www.glpg.com.
Galapagos NV ING Corporate Finance Kempen & Co Corporate
Finance Buchanan Communications Smink, Van der Ploeg, &
Jongsma
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 directors of Galapagos accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of Galapagos (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.
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