Not
for release, publication or distribution in or into the
United States, Canada, Australia, Japan or any other jurisdiction
where this is not allowed pursuant to local legal restrictions
Galapagos
NV applies for listing on Euronext Brussels and Euronext
Amsterdam
Mechelen,
Belgium, April 15, 2005 – Galapagos NV, a genomics-based
drug discovery company, today announces the details of its
intended capital increase and stock exchange listing on
Euronext Brussels and Euronext Amsterdam. The price for
the shares is expected to be between € 8.00 and €
10.00. Subscription for the shares will be open as of Monday
April 18, 2005. The prospectus will be available as of Saturday
April 16, 2005. Galapagos has appointed KBC Securities and
Kempen & Co as joint lead managers and joint book runners
and Fortis Bank as co-manager.
Offering,
over-allotment and listing
The offering comprises up to € 35 million in newly
issued shares and up to 82,562 newly issued shares through
the exercise of warrants. In relation to the offering, Galapagos
has granted an over-allotment option to the lead managers
to purchase up to an additional € 5.25 million in newly
issued shares. The shares will be placed through a public
offering in both Belgium and the Netherlands in combination
with an international private placement. Application for
listing has been made on the Eurolist by Euronext Brussels
and Euronext Amsterdam.
Subscription
and pricing
The subscription period for the shares lasts from Monday
April 18, 2005, 09.00 hrs CET, until Thursday April 28,
2005, 16.00 hrs CET. The lead managers reserve the right
to close the subscription period at an earlier date and
time. The price for the shares is expected to be between
€ 8.00 and € 10.00. The lead managers reserve
the right to change the price range prior to the closing
of the subscription period, after which the subscription
period will stay open for at least two banking days. However,
the price for retail investors will never exceed €
10.00. The definitive price and the number of shares placed
with investors will be determined and announced following
the closing of the subscription period.
Rationale
for the offering and use of proceeds
The principal purposes of the offering are to increase Galapagos’
capitalization and financial flexibility, to facilitate
access to public capital markets and to provide a public
market for Galapagos’ shares. Galapagos intends to
use the net proceeds of the offering to (i) fund therapeutic
research and development programs, (ii) finance technology
development, (iii) protect its intellectual property, (iv)
in-license drug candidates, and (v) make acquisitions that
strengthen the company’s position and create value
for the shareholders.
“We
feel that Galapagos is ready to continue its life as a public
company,” says Onno van de Stolpe, CEO. “The
company has made substantial progress over the past few
years and now has a promising pipeline of disease-modifying
targets and molecules for the bone and joint diseases. The
combination of our high upside drug discovery program with
our profitable service division provides an attractive competitive
edge in the biotechnology industry. Our long list of corporate
partners shows the acceptance of our technology by the industry
and provides quality of recurring revenues.”
Prospectus
The prospectus provides more information on Galapagos, the
offer, and the risks with regard to investing in the shares
of Galapagos. The prospectus will be available as of April
16, 2005 at 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), KBC Securities (Havenlaan 12, 1080 Brussel,
Belgium), Kempen & Co (Beethovenstraat 300, 1077 WZ,
Amsterdam, The Netherlands, tel: +31 20 348 8500) and at
the counters of all KBC Bank branches in Belgium. The electronic
version of the prospectus will be available at the company
website, www.glpg.com, and at www.kbcsecurities.be.
Galapagos’
activities
Galapagos is a genomics-based drug discovery company 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 resulting from these programs
are used for Galapagos’ internal drug discovery programs,
combined with selected out-licensing and partnering of projects
during development. Galadeno, Galapagos’ services
unit, provides reagents and services to leading pharmaceutical
and biotech companies for rapid identification and validation
of novel drug targets.
Galapagos’
target discovery platform is based on adenoviruses that
efficiently introduce human gene sequences into a wide variety
of human cells to knock-in or knock-down specific proteins.
High-throughput assays that represent a selected human disease
state are then used to functionally select for those proteins
that have a causative effect in those models of human disease.
After rigorous validation of these protein targets, they
form the basis for the development of drugs. Galapagos is
convinced that the targets identified by its technology
are of such high quality that they have an enhanced chance
of leading to a successful introduction of a new drug on
the market
In
addition to forming the basis of Galapagos’ internal
target discovery activities, these adenoviral collections
and screening technology are also made available to pharmaceutical
companies and academic institutes through Galadeno, Galapagos’
services unit. Numerous partners have already applied Galapagos’
technology across a number of disease areas, aiding the
pharmaceutical and scientific communities to better understand
the cause of disease and further progressing the development
of new drugs.
Galapagos
was founded in 1999 as a joint venture between Crucell (Euronext
Amsterdam) and Tibotec (subsidiary of Johnson & Johnson).
The joint venture operated until 2002 when the company raised
€ 23.4 million in a private placement, which brought
in reputed international life sciences investors: Abingworth,
AlpInvest, Apax and Burrill.
Galapagos
currently employs 66 people, including 16 PhDs, and occupies
facilities in Mechelen, Belgium, and Leiden, The Netherlands.
Galapagos’ executive committee consists of:
• Onno van de Stolpe, Ir – Chief Executive Officer
• Graham Dixon, PhD – Chief Scientific Officer
• Dirk Pollet, PhD – Vice President Business
Development
• Gustaaf Van Reet, PhD – Vice President Corporate
Development
• Andre Hoekema, PhD – Managing Director Galadeno
• Vicky Gwosdz, Msc – Head of Finance
Galapagos’ strategy
Galapagos is an innovative drug discovery company that develops
breakthrough medicines for the treatment of bone and joint
diseases. Galapagos’ business model contains the building
blocks to maximize the present and near-term revenues of
its target discovery technology, while preserving the long-term
value of the proprietary development of novel drugs.
Galapagos
has built a promising drug target and discovery pipeline
and a profitable service division. Partners include Bayer,
Boehringer Ingelheim, Celgene, GSK, Vertex and Wyeth.
Galapagos
has identified and validated drug targets in all its disease
areas. The progression of targets into small molecule drug
discovery and the subsequent pre-clinical and clinical phases
of development require large financial and operational resources
and the company has therefore decided to focus its internal
efforts on the bone and joint disease programs. The asthma
program, including the validated target set has been out-licensed
to GlaxoSmithKline late last year, while the targets in
the Alzheimer’s disease area are scheduled to be out-licensed.
Recent
developments
During the last six months, Galapagos has closed a number
of important deals and reached several milestones in existing
collaborations:
• Strategic partnership with GlaxoSmithKline in asthma,
with a substantial upfront payment for target licensing
and technology access, as well as a 3-year research commitment
• SilenceSelect discovery deal with Celgene
• SilenceSelect reagent deal with Vertex
• Custom reagent deal with Genentech
• Milestone payment in osteoporosis collaboration
with Wyeth
• Milestone payment in cardiovascular collaboration
with Bayer
• Target licensing milestone in collaboration with
Boehringer Ingelheim
• SilenceSelect patent sub-license agreement with
Invitrogen
• SilenceSelect discovery deal with the Cystic Fibrosis
Foundation
As
a result of the deal closings, Galapagos increased its revenues
for 2004 to € 7.8 million from € 6.5 million in
2003. At the same time, the Company has been able to maintain
its expenses at the same level as the previous year. The
2004 revenues include € 2.4 million in grant income.
Galapagos ended the year 2004 with a cash position of €
10.3 million.
Galapagos’
disease programs have all yielded validated targets in 2004.
The most advanced drug discovery project focuses on progressing
three targets in the rheumatoid arthritis program. Galapagos
has recently brought two targets identified in its osteoporosis
program and one target from its osteoarthritis program into
drug discovery, which is the start for the development of
a new drug.
Key financials

Outlook
Galapagos has shown a steady increase in revenues and number
of partners since its inception. It believes that this growth
will continue in 2005. Galapagos anticipates a continuing
acceptance of its target discovery platform as superior
technology in the market place and therefore sees an opportunity
for a further revenue increase in Galadeno. This increase
will only partly offset the increase in drug discovery costs
incurred in the development of novel drugs. In these programs,
the company combines internal development with selected
strategic partnering in order to manage the development
costs but keep substantial ownership of its programs. With
the expansion of the drug discovery activities, the operating
costs are expected to increase substantially in 2005 to
approximately € 16 million, mainly due to increased
personnel costs and outsourced activities. The company anticipates
gradually increasing its headcount in 2005 to approximately
80 people for the Dutch and Belgian entities together.
For further information please contact:
Galapagos
N.V.
Onno van de Stolpe, CEO
Tel: +32 15 342 900
Email: onno@galapagos.be
Internet: www.glpg.com
Smink,
van der Ploeg & Jongsma
Financial Communication
Léon Melens, Kees Jongsma
Tel: +31 20 647 8181
Mob: +31 6 5381 6427
E-mail: lmelens@spj.nl
Not for release, publication or distribution in or into
the United States, Canada, Australia, Japan or any other
jurisdiction where this is not allowed pursuant to local
legal restrictions. This announcement does not constitute
an offer of securities in the United States or in any other
jurisdiction.
The
Galapagos shares have not been and will not be registered
under the United States Securities Act of 1933 as amended
(the Securities Act), or with any other securities regulatory
authority of any State of the United States and may not
be offered or sold within the United States except pursuant
to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act (and
applicable State securities laws). There will be no offer
of Galapagos shares in the United States.