Regulated information — Inside information
argenx announces launch of proposed
global offering
July 17,
2023
Amsterdam, the
Netherlands — argenx SE (Euronext & Nasdaq:
ARGX), a global immunology company committed to improving the lives
of people suffering from severe autoimmune diseases, announced
today that it has commenced a global offering of $750 million
(approximately €668.6 million) of ordinary shares, which may be
represented by American Depository Shares (“ADSs”). The global
offering will be comprised of an offering of ordinary shares
represented by ADSs in the United States and certain other
countries outside of the European Economic Area and a simultaneous
private placement of ordinary shares in the European Economic Area
and the United Kingdom. Each of the ADSs represents the right to
receive one ordinary share, nominal value of €0.10 per share. The
U.S. offering and the European private placement are expected to
close simultaneously.
In addition, argenx intends to grant the
underwriters of the offering a 30-day option to purchase additional
ordinary shares (which may be represented by ADSs) in an aggregate
amount of up to 15% of the total number of ordinary shares
(including represented by ADSs) proposed to be sold in the
offering, on the same terms and conditions.
Baillie Gifford Overseas Limited and entities
affiliated with it have indicated an interest in purchasing on
behalf of their clients an aggregate of up to $200 million of
ordinary shares in the offering at the offering price per share and
on the same terms as the other purchasers in the offering. However,
because indications of interest are not binding agreements or
commitments to purchase, the underwriters could determine to sell
more, fewer or no ordinary shares to these potential purchasers,
and these potential purchasers could determine to purchase more,
fewer or no shares in the offering.
argenx’s ADSs are currently listed on the Nasdaq
Global Select Market under the symbol “ARGX” and argenx’s ordinary
shares are currently listed on Euronext Brussels under the symbol
“ARGX”.
J.P. Morgan, Morgan Stanley, Goldman Sachs &
Co. LLC, BofA Securities and TD Cowen are acting as joint
bookrunning managers for the offering. Van Lanschot Kempen is
acting as manager for the offering.
The securities are being offered in the United
States pursuant to an automatically effective shelf registration
statement that was previously filed with the Securities and
Exchange Commission (“SEC”). A preliminary prospectus supplement
relating to the securities being offered in the United States will
be filed with the SEC and will be available on the SEC’s website at
www.sec.gov. When available, copies of the final
prospectus supplement and the accompanying prospectus relating to
the U.S. offering may be obtained for free from J.P. Morgan
Securities LLC, c/o Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, NY 11717, by email at
prospectus-eq_fi@jpmchase.com, or by telephone at (866) 803-9204;
from Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor,
New York, NY 10014, Attn: Prospectus Department, by email at
prospectus@morganstanley.com; from Goldman Sachs & Co. LLC, 200
West Street, New York, NY 10282, Attn: Prospectus Department, by
email at prospectus-ny@ny.email.gs.com, or by telephone at
866-471-2526; from BofA Securities, NC1-022-02-25, 201 North Tryon
Street, Charlotte, North Carolina 28255-0001, Attn: Prospectus
Department, by email at dg.prospectus_requests@bofa.com; or from
Cowen and Company, LLC, 599 Lexington Avenue, New York, NY 10022,
by email at Prospectus_ECM@cowen.com or by telephone at (833)
297-2926.
A request for the admission to listing and
trading of the ordinary shares (including the ordinary shares
underlying the ADSs) on the regulated market of Euronext Brussels
will be made following pricing of the offering.
This press release is for information purposes
only and does not constitute, and should not be construed as, an
offer to sell or the solicitation of an offer to buy or subscribe
to any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale is not
permitted or to any person or entity to whom it is unlawful to make
such offer, solicitation or sale. Reference is also made to the
restrictions set out in “Important information” below. This press
release is not for publication or distribution, directly or
indirectly, in or into any state or jurisdiction into which doing
so would be unlawful or where a prior registration or approval is
required for such purpose.
About argenx
argenx is a global immunology company committed
to improving the lives of people suffering from severe autoimmune
diseases. Partnering with leading academic researchers through its
Immunology Innovation Program (IIP), argenx aims to translate
immunology breakthroughs into a world-class portfolio of novel
antibody-based medicines. argenx developed and is commercializing
the first approved neonatal Fc receptor (FcRn) blocker in the U.S.,
Japan, Israel, the EU, the UK and China. The Company is evaluating
efgartigimod in multiple serious autoimmune diseases and advancing
several earlier stage experimental medicines within its therapeutic
franchises.
For further information, please
contact: Media:Erin
MurphyEMurphy@argenx.com
Investors:Alexandra Roy (US)ARoy@argenx.com
Lynn Elton (EU)LElton@argenx.com
Forward-looking Statements
The contents of this announcement include
statements that are, or may be deemed to be, “forward-looking
statements.” These forward-looking statements can be identified by
the use of forward-looking terminology, including the terms
“believes,” “estimates,” “anticipates,” “expects,” “intends,”
“may,” “will,” or “should,” and include statements argenx makes
concerning the completion, timing and size of the proposed global
offering and its expectations with respect to granting the
underwriters a 30-day option to purchase additional ordinary shares
(which may be represented by ADSs). By their nature,
forward-looking statements involve risks and uncertainties and
readers are cautioned that any such forward-looking statements are
not guarantees of future performance. argenx’s actual results may
differ materially from those predicted by the forward-looking
statements as a result of various important factors, including
argenx’s expectations regarding the inherent uncertainties
associated with competitive developments, preclinical and clinical
trial and product development activities, regulatory approval
requirements and commercialization of its products; argenx’s
reliance on collaborations with third parties; estimating the
commercial potential of argenx’s product candidates; argenx’s
ability to obtain and maintain protection of intellectual property
for its technologies and drugs; argenx’s limited operating history;
and argenx’s ability to obtain additional funding for operations
and to complete the development and commercialization of its
product candidates. A further list and description of these risks,
uncertainties and other risks can be found in argenx’s SEC filings
and reports, including in argenx’s most recent annual report on
Form 20-F filed with the SEC as well as subsequent filings and
reports filed by argenx with the SEC. 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. argenx
undertakes no obligation to publicly update or revise the
information in this press release, including any forward-looking
statements, except as may be required by law.
Important information
This announcement is not an advertisement and
not a prospectus within the meaning of the Prospectus Regulation
and has not been approved by the Dutch Authority for the Financial
Markets (Stichting Autoriteit Financiële Markten) or the Belgian
Financial Services and Markets Authority (Autoriteit Financiële
Diensten en Markten) or any other European Supervisory
Authority.
No public offering will be made and no one has
taken any action that would, or is intended to, permit a public
offering in any country or jurisdiction, other than the United
States, where any such action is required, including in the
European Economic Area. In the European Economic Area, the offering
to which this press release relates will only be available to, and
will be engaged in only with, qualified investors within the
meaning of the Prospectus Regulation.
European Economic Area:
No action has been or will be taken to offer the
ordinary shares to a retail investor established in the European
Economic Area as part of the global offering. For the purposes of
this paragraph:
a. The expression
“retail investor” means
a person who is one (or more) of:
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- a retail client as defined in point
(11) of Article 4(1) of Directive 2014/65/EU (as amended,
“MiFID II”); or
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- a customer within the meaning of
Directive 2016/97/EU, as amended, where that customer would not
qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or
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- not a “qualified investor” as
defined in the Prospectus Regulation; and
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b. the expression
“offer” means any communication in any form and by
any means of sufficient information on the terms of the offer and
securities to be offered so as to enable an investor to decide to
purchase or subscribe these securities.
In addition, in the United Kingdom, the
transaction to which this press release relates will only be
available to, and will be engaged in only with persons who are
“qualified investors” (as defined in the Prospectus Regulation as
it forms part of domestic law in the United Kingdom by virtue of
the European Union (Withdrawal) Act 2018 (the UK Prospectus
Regulation) (i) who have professional experience in matters
relating to investments falling within Article 19(5) of
the Financial Services and Markets Act (Financial Promotion) Order
2005, as amended (the Order), and/or (ii) who are high net worth
companies (or persons to whom it may otherwise be lawfully
communicated) falling within Article 49(2)(a) to
(d) of the Order (all such persons together being referred to
as “relevant persons”). The securities referred to herein are only
available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such securities will be engaged in
only with relevant persons. Any person who is not a relevant person
should not act or rely on this communication or any of its
contents. Stabilization
In connection with the offering, J.P. Morgan
Securities LLC (the “Stabilization Manager”), or any of its agents,
on behalf of the underwriters may (but will be under no obligation
to), to the extent permitted by applicable law, over-allot ordinary
shares or ADSs or effect other transactions with a view to
supporting the market price of the ordinary shares or ADSs at a
higher level than that which might otherwise prevail in the open
market. The Stabilization Manager is not required to enter into
such transactions and such transactions may be effected on any
securities market, over-the-counter market, stock exchange
(including Euronext Brussels) or otherwise and may be undertaken at
any time starting on the first trading date and ending no later
than 30 calendar days thereafter.
However, there will be no obligation on the
Stabilization Manager or any of its agents to effect stabilizing
transactions and there is no assurance that stabilizing
transactions will be undertaken. Such stabilization, if commenced,
may be discontinued at any time without prior notice. Save as
required by law or regulation, neither the Stabilization Manager
nor any of its agents intends to disclose the extent of any
over-allotments made and/or stabilization transactions under the
offering.
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