On 21 September 2005, Galapagos made a recommended all share offer to acquire the entire issued and to be issued ordinary share capital of BioFocus plc. On 13 October 2005 the offer was declared unconditional as to acceptances and on 17 October the offer became wholly unconditional.
As at 1.00 p.m. on 26 October 2005, acceptances had been received in respect of 15,106,189 BioFocus Shares[1], representing approximately 92.6% percent of the issued share capital of BioFocus. Consequently, Galapagos will apply the provisions of sections 428 to 430F (inclusive) of the Companies Act 1985 to acquire compulsorily all outstanding BioFocus Shares. Accordingly, Galapagos will be posting formal notices under section 429 of the Companies Act 1985 to BioFocus Shareholders who did not accept the Offer. As the closing date of 26 October 2005 has passed, the Offer is now closed. BioFocus has applied to the London Stock Exchange for the cancellation of the trading of BioFocus shares on AiM; such cancellation is due to take effect by Monday 14 November 2005. There will be up to 3,960,646 new Galapagos shares issued as a result of the acquisition, bringing the total number of Galapagos shares post-acquisition to a maximum of 13,130,811 shares.
"We are very pleased that we have been able to complete the acquisition of BioFocus within only a five weeks time frame after announcing the acquisition," commented Onno van de Stolpe, Chief Executive Officer of Galapagos, "We will now focus on continuing the integration process and realising the synergy benefits of the enlarged company."
About Galapagos
Galapagos is a publicly traded, genomics-based drug discovery company (Euronext Brussels, GLPG; Euronext Amsterdam, GLPGA, London AiM: GLPG) 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.
CONTACT
Galapagos NV
Onno van de Stolpe, CEO
Tel: +31 6 2909 8028
[1] The total number of acceptances received includes acceptances in respect of 636,070 BioFocus Shares (representing approximately 3.9 percent of the issued share capital of BioFocus), which were the subject of irrevocable undertakings to accept the Offer from the BioFocus Directors.
The press release can be downloaded from the following link:
