Regulated information – Inside information
November 8, 2019, 7:00 AM CET
Breda, the Netherlands / Ghent,
Belgium – argenx (Euronext & Nasdaq: ARGX), a
clinical-stage biotechnology company developing a deep pipeline of
differentiated antibody-based therapies for the treatment of severe
autoimmune diseases and cancer, announced today that the
underwriters of its previously announced global offering of
ordinary shares (including in the form of American Depositary
Shares (ADSs)) have exercised their option to purchase 600,000
additional ADSs in full on the same terms and conditions as the
global offering. This option exercise brings the anticipated total
gross proceeds from the global offering to approximately $557
million (approximately €502 million) from the sale of an aggregate
of 4,600,000 ordinary shares (including in the form of ADSs).
Morgan Stanley, Cowen, BofA Securities and
Evercore acted as joint bookrunning managers for the offering.
Kempen acted as lead manager for the offering and Wolfe Capital
Markets and Advisory acted as co-manager.
The closing of the global offering, including
with respect to the ADSs subject to the option, is expected to
occur on November 12, 2019, subject to customary closing
conditions. On this timing, due to a public holiday in the United
States, November 12, 2019 would count as T+2 settlement in the
United States and a T+3 settlement for investors that purchase
ordinary shares traded on Euronext Brussels.
The securities were offered 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 was
filed with the SEC on November 6, 2019 and a final prospectus
supplement relating to the securities will be filed with the SEC
and will be available on the SEC’s website at www.sec.gov. Copies
of the final prospectus supplement and the accompanying prospectus
relating to the global offering may be obtained for free from
Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New
York, New York 10014, United States, Attention: Prospectus
Department; from Cowen and Company, LLC, c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attn:
Prospectus Department, by email at
PostSaleManualRequests@broadridge.com, or by telephone at (833)
297-2926; BofA Securities, NC1-004-03-43, 200 North College Street,
3rd floor, Charlotte, North Carolina 28255-0001, Attn: Prospectus
Department, or by email at dg.prospectus_requests@baml.com; or
Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East
52nd Street, 36th Floor, New York, NY 10055, or by telephone at
(888) 474-0200.
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 clinical-stage biotechnology company
developing a deep pipeline of differentiated antibody-based
therapies for the treatment of severe auto-immune diseases and
cancer. The company is focused on developing product candidates
with the potential to be either first-in-class against novel
targets or best-in-class against known, but complex, targets in
order to treat diseases with a significant unmet medical need.
argenx’s ability to execute on this focus is enabled by its suite
of differentiated technologies. The SIMPLE AntibodyTM Platform,
based on the powerful llama immune system, allows argenx to exploit
novel and complex targets, and its three complementary Fc
engineering technologies are designed to expand the therapeutic
index of its product candidates.
For further information, please
contact: Joke Comijn, Director Corporate Communications
& Investor Relations (EU)+32 (0)477 77 29 44+32 (0)9 310 34
19info@argenx.com
Beth DelGiacco, Vice President, Investor
Relations (US)+1 518 424 4980bdelgiacco@argenx.com
Forward-looking StatementsThe
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
closing of the global offering. 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 and regulatory approval
requirements; 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 U.S. Securities and Exchange Commission (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
The preliminary prospectus supplement does not
constitute 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
transaction to which this press release relates will only be
available to, and will be engaged in only with, qualified investors
within the meaning of Directive 2003/71/EC (together with any
applicable implementing measures in the relevant member state of
the European Economic Area and as amended, including by Directive
2010/73/EU, to the extent implemented in the relevant member
state).
European Economic Area:No
action has been or will be taken to offer the shares to a retail
investor established in the European Economic Area as part of the
Global Offering. For the purposes of this paragraph:
- The expression
"retail investor" means
a person who is one (or more) of:
- a retail client as defined
in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
“MiFID II”); or
- 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
- not a “qualified investor” as defined
in the Prospectus Regulation; and
- 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, investment
professionals falling within Article 19(5) of the Financial
Services and Markets Act (Financial Promotion) Order 2005, as
amended (the Order), persons falling within Article 49(2)(a) to (d)
of the Order, and other persons to whom this announcement may
lawfully be communicated (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.
This press release is not an approved prospectus
by the Financial Services Authority or by any other regulatory
authority in the United Kingdom within the meaning of Section 85 of
the Order.
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