Galapagos publishes 2006 Prospectus and announces management change
March 30 2007 - 2:01AM
UK Regulatory
This press release constitutes a supplement to the Galapagos 2006
Prospectus
Mechelen, Belgium; 30 March 2007 - Galapagos NV (Euronext & LSE:
GLPG) announces the publication of its 2006 Prospectus in connection
with the share issues resulting from the all-share acquisitions of
Inpharmatica and ProSkelia and the �31 million private placement in
December 2006. Galapagos also announces the resignation of David
Smith as Chief Financial Officer and the appointment of Leo
Steenbergen as Chief Financial Officer, effective 1 June 2007. David
Smith will continue to serve Galapagos as CFO until June and will
assist in the transition process.
Prospectus
Galapagos' 2006 Prospectus (consisting of a Registration Document, a
Transaction Note and a Summary) was approved by the Belgian Banking
Finance and Insurance Commission (BFIC-CBFA) on 20 March 2007 and by
the Alternative Investment Market of the London Stock Exchange on 21
March 2007. On 26 March 2007, application was made for 5,483,913
shares in Galapagos NV to be admitted to trading on the AIM market
of the London Stock Exchange. On the basis of this Prospectus,
Galapagos has obtained the authorization for the listing of maximum
7,025,863 shares on Eurolist of Euronext Brussels and of Euronext
Amsterdam, as well as on London AiM, effective as of 30 March 2007,
of which 5,483,913 shares have already been issued on the date of
this supplement, with the remainder to be issued in April and May
2007. The newly issued and to be issued shares in question relate to
a number of transactions Galapagos completed in December 2006: the
acquisition of Inpharmatica Ltd on 5 December 2006 (maximum 2,165,532
newly issued and to be issued shares), the private placement of �31
million on 22 December 2006 (3,463,683 newly issued shares) and the
acquisition of ProSkelia SASU also on 22 December 2006 (1,396,648
newly issued shares). Further capital increases in relation to the
acquisition of Inpharmatica Ltd. will be made public via supplements
to the Prospectus in which the exact number of newly issued shares
will be indicated. The newly issued shares rank pari passu with the
Company's existing shares and will be tradeable on Euronext Brussels
and Euronext Amsterdam and on AiM starting today. Shares issued in
connection with the Inpharmatica acquisition remain under lockup
until 10 May 2007, while those issued to ProStrakan in connection
with the ProSkelia acquisition remain under lockup until 22 December
2007.
Change in management
David Smith, who has served Galapagos as Chief Financial Officer
since February 2006, will be leaving the Company in June 2007 to
pursue his career further with UK based Cambridge University
Hospitals NHS Foundation Trust. David will be replaced by Mr. Leo
Steenbergen who has accepted the CFO position effective as of 1 June
2007.
Leo Steenbergen (54) was most recently Chief Financial Officer and a
member of the Management Board of Telenet NV from January 2002 until
December 2006. Under his management, the company was refinanced and,
in 2005, completed a successful Initial Public Offering on Euronext.
Prior to joining Telenet, Leo was CEO of IP Globalnet, where he
successfully restructured and turned around operations, and CFO of
the Bekaert Group. Leo worked from 1980 to 1997 for Hewlett-Packard
Europe in various finance positions.
"I am very pleased to be joining Galapagos as CFO, and I am excited
about this opportunity. Galapagos is a remarkable company with an
excellent track record in building a biotech leader," said Leo
Steenbergen. "I look forward to contributing to Galapagos my
experience gained in working with high growth technology companies."
"Leaving Galapagos has been a difficult decision, as I have enjoyed
contributing to the success and the growth of Galapagos and helping
to shape the company into an integrated drug discovery business. For
a combination of personal reasons, however, I wish to take my career
in a different direction," said David Smith. "Galapagos is well
under way to becoming a leading European biotech company and is well
positioned for its next phase of development and growth."
"David has made a much valued contribution to Galapagos, and we are
sorry that he has elected to leave Galapagos and the biotech
industry. We wish him success in his future endeavors," said Onno
van de Stolpe, Chief Executive Officer of Galapagos. "We welcome Leo
as his replacement; Leo's background and experience in high tech and
high growth companies will be invaluable in aggressively growing our
services business and progressing our pipeline of therapeutic
compounds in bone and joint diseases towards entry into the clinic in
2008."
Financial Calendar 2007
Half Year Results 2007 8
August 2007
Full Year Results 2007 7
March 2008
Availability of documents
This press release constitutes a supplement to the Galapagos 2006
Prospectus. The English version of this supplement has been approved
by BFIC on 27 March 2007. This supplement, together with the
Galapagos Registration Document 2006, the Transaction Note 2006, and
the Summary, constitute the 2006 Prospectus for the admission to
listing of new Galapagos shares.
The 2006 Prospectus is available online at
www.glpg.com/investor/prospectus.htm. The electronic versions of
Galapagos' 2006 Company report and Annual brochure (including
consolidated and non-consolidated accounts) are available online in
both Dutch and English at
www.glpg.com/investor/financial_reports.htm. Printed versions of the
reports can be requested by e-mail: ir@glpg.com, by phone: +32 15 34
29 00, and by fax: +32 15 34 29 01.
This supplement is published in English and Dutch. The English and
the Dutch versions have equal value. Onno van de Stolpe assumes the
responsibility for the translation of the English version of this
supplement into Dutch.
About Galapagos
Galapagos (Euronext Brussels, GLPG; Euronext Amsterdam, GLPGA; London
AiM: GLPG) is a drug discovery company with clinical and pre-clinical
programs in bone and joint diseases, cachexia, and menopausal hot
flashes. Its division BioFocus DPI offers a full suite of
target-to-drug discovery products and services to pharmaceutical and
biotech companies, encompassing target discovery and validation,
screening and drug discovery through to delivery of pre-clinical
candidates. BioFocus DPI also provides adenoviral reagents for rapid
identification and validation of novel drug targets, compound
libraries for drug screening as well as chemogenomics and ADMET[1]
database products to select targets and compounds. Galapagos
currently employs 450 people and operates facilities in eight
countries, with global headquarters in Mechelen, Belgium. More
information about Galapagos and BioFocus DPI can be found at
www.glpg.com.
CONTACT
Galapagos NV
Onno van de Stolpe, CEO
Tel. +31 6 2909 8028
ir@glpg.com
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.
[1] ADMET is the acronym for Absorption, Distribution, Metabolism,
Excretion, and Toxicity: Meeting parameters against these five
criteria is critical to the success of a pharmaceutical compound as a
drug.
Copyright � Hugin ASA 2007. All rights reserved.
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