Galapagos acquires ProSkelia from ProStrakan and raises ¤31 million
December 22 2006 - 2:01AM
UK Regulatory
Creates drug discovery leader in bone & joint diseases
Webcast Press Conference Scheduled for 10.30 AM CET on 22 December,
2006
* Preclinical programs in bone disease to expand Galapagos'
pipeline
* Phase II menopausal product marks start of Galapagos
clinical development
* Acquisition price comprises �12.5 million in newly issued
Galapagos shares plus a future earn-out capped at �14.5 million
* Galapagos raises an additional �31 million through a
private placement
* Proceeds will be used to fund Galapagos' enhanced
portfolio in bone & joint diseases through to clinical testing
Mechelen, Belgium, 22 December, 2006; Galapagos NV (Euronext & London
AIM: GLPG), an integrated drug discovery company, today announced to
have entered into a definitive agreement with UK-based ProStrakan
Group plc (LSE: PSK) under which Galapagos acquires ProSkelia SASU, a
French subsidiary of ProStrakan.
ProSkelia is engaged in drug discovery and development in bone
diseases. ProSkelia was the 2002 spin-out of Aventis' Bone Disease
Unit and was acquired in 2004 by the Strakan Group to form
ProStrakan.
The assets that Galapagos acquires include ProSkelia's R&D operations
focused on bone diseases as well as a product portfolio of three
preclinical products in bone diseases (osteoporosis and bone
metastasis), and one preclinical product in cachexia (muscle atrophy
and weight loss). The combined product development portfolio will
contribute to Galapagos' goal of having multiple clinical programs in
bone and joint diseases in 2008.
The transaction includes an exclusive option and license to
oestradiol glucoside ("E2G"), a product that has successfully
completed a phase IIa clinical study for treatment of menopausal
symptoms ('hot flashes'). This marks the start of Galapagos'
clinical programs. With the acquisition, ProSkelia's ongoing R&D
partnerships with Amgen, Genentech, and Novartis will be transferred
to Galapagos. Galapagos will receive all annual revenues from these
partnerships and will be eligible to 25% of the downstream milestones
and royalties from these partnerships.
The acquisition price
The acquisition price of ProSkelia comprises �12.5 million in newly
issued Galapagos shares. This price is partially offset by estimated
cash tax refunds of �9 million over the coming four years. In
addition, ProStrakan will be eligible for earn-out payments capped at
�14.5 million, as part of future income that Galapagos will derive
from the acquired pre-clinical programs. For the license on E2G,
ProStrakan will receive �5 million plus a fixed amount of licensing
revenues receivable by Galapagos, as well as single digit royalties.
These payments to ProStrakan for the E2G program are conditional to
successful completion of Phase IIb clinical trials and partnering of
the product. In addition, ProStrakan has right of first refusal on
the cachexia program, should Galapagos decide to partner or
out-license this.
Financing
In conjunction with the acquisition, Galapagos has raised an
additional �31 million in funding through a private placement of new
shares with institutional investors in the US and Europe. The
proceeds of the offering will be used for the funding of the further
development of the enhanced portfolio in bone & joint diseases
through to clinical testing.
"With our programs in rheumatoid arthritis, our GSK alliance in
osteoarthritis, and now the excellent ProSkelia programs, Galapagos
is becoming a leader in the discovery and development of small
molecule drugs to treat bone and joint diseases," commented Onno van
de Stolpe, CEO of Galapagos. "With the licensing of ProStrakan's E2G
program, we will be able to execute a phase IIb trial and build the
necessary infrastructure to progress our other products into and
through clinical testing. Additionally, Galapagos expands its
collaborations with leading pharma and biotech companies, while
operating a fast growing business unit in drug discovery services.
The substantial capital inflow through the issue of new shares to
institutional investors in the US and Europe is expected to provide
Galapagos with the necessary funding to bring our bone and joint
programs into the clinic in 2008 and 2009. We are gratified by the
strong support from leading international institutions for our
plans."
ProSkelia, located in Romainville near Paris, operates state of the
art research facilities in discovery research. It currently employs
65 people. The operations will be integrated with Galapagos' drug
discovery division based in Mechelen. The acquired capabilities in
preclinical development and in vivo pharmacology will benefit
Galapagos' current drug discovery programs. As a consequence,
Galapagos expects immediate cost savings of about �2.5 million per
year, mainly because of reduced outsourcing needs for Galapagos drug
development, and in part through operational synergies.
This acquisition also fits very well within Galapagos' strategy to
partner with pharmaceutical and biotechnology companies in turnkey
drug discovery alliances, as it further strengthens the company's
portfolio of drug candidates. Galapagos entered such a turnkey
alliance with GlaxoSmithKline in osteoarthritis in June 2006 and
intends to complete two more such turnkey deals in the coming three
years.
Galapagos will issue 4,860,331 new shares as part of the capital
increase and the ProSkelia acquisition, on the basis of �8.95 per
share (the average Galapagos share price over the last thirty days
prior to 22 December 2006 as quoted on Euronext Amsterdam). The
newly issued shares to ProStrakan will be subject to a 12-month
lock-up agreement, other than in certain defined circumstances.
Galapagos shall apply for a listing of the newly issued Galapagos
shares on Euronext Brussels and Euronext Amsterdam, subject to the
approval by the Belgian Banking Finance and Insurance Commission
(BFIC-CBFA) of a prospectus as required under applicable Belgian law,
as well as on London AiM. Trading of the new shares issued in
conjunction with the private placement will be subject to BFIC-CBFA
approval of the prospectus, which is expected April, 2007.
Kempen & Co advised Galapagos in the acquisition of ProSkelia, and
Kempen & Co, Fortis and Whitaker Securities have been Joint Lead
Managers of the private placement.
Webcast Press Conference details
Galapagos will host a press conference and audio webcast call
discussing the transaction on 22 December, 2006 at 10.30 AM CET/ 9.30
AM GMT. To participate in the call, dial +32 2290 1608 ten minutes
in advance of the call. A live webcast of the conference call can be
accessed on the Galapagos website at www.glpg.com. An archived
version of the webcast will be available later today and archived on
the website for 30 days.
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 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 DPI, encompassing
target discovery and drug discovery services through to delivery of
pre-clinical candidates. In addition, BioFocus DPI provides
adenoviral reagents for rapid identification and validation of novel
drug targets, compound libraries for drug screening as well as
chemogenomics and ADME database products to select targets and
compounds. Prior to this transaction, Galapagos employed more than
380 people and operated facilities in seven countries, with global
headquarters in Mechelen, Belgium. More information about Galapagos
and BioFocus DPI can be found at www.glpg.com.
About ProStrakan
ProStrakan Group plc is a rapidly growing international specialty
pharmaceutical company engaged in the development and
commercialization of prescription medicines for the treatment of
unmet therapeutic needs in major markets. The company is
headquartered in Galashiels, Scotland. EU-wide sales and marketing
of ProStrakan's portfolio of products are handled by commercial
subsidiaries based in the UK, France, Germany and Spain. ProStrakan
was listed on the London Stock Exchange in June 2005. More
information on ProStrakan can be found at www.prostrakan.com.
Forward Looking Statements
This release contains certain forward-looking statements that involve
risks and uncertainties that could cause actual results to be
materially different from historical results or from any future
results expressed or implied by such forward-looking statements. You
are urged to consider statements that include the words "may,"
"will," "would," "could," "should," "believes," "estimates,"
"projects," "potential," "expects," "plans," "anticipates,"
"intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain and
forward-looking. Any forward-looking statements made by ProStrakan
or Galapagos speak only as of the date made. ProStrakan and
Galapagos undertake no obligation to publicly update any
forward-looking statements, whether as a result of new information,
future events or otherwise.
CONTACT:
Galapagos NV
Onno van de Stolpe
CEO
+31 6 2909
8028
ir@glpg.com
- ---END OF MESSAGE---
Copyright � Hugin ASA 2006. All rights reserved.
Galapagos (LSE:GLPG)
Historical Stock Chart
From Sep 2024 to Oct 2024
Galapagos (LSE:GLPG)
Historical Stock Chart
From Oct 2023 to Oct 2024