Regulated information — Inside
information
May 28, 2020
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 the pricing of a
global offering of ordinary shares represented by American
Depository Shares (ADSs) in the United States and certain other
countries outside of European Economic Area and a simultaneous
private placement of ordinary shares in the European Economic Area.
The Company anticipates total gross proceeds of approximately
$750.0 million (approximately €682.4 million) from the sale of
2,584,138 ADSs at a price of $205.00 per ADS and the sale of
1,074,377 ordinary shares at a price of €186.52 per ordinary share.
Each of the ADSs offered in the offering 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 currently
expected to close simultaneously on June 1, 2020, subject to
customary closing conditions.
In addition, argenx has granted the underwriters
of the offering a 30-day option to purchase up to 548,777 ordinary
shares (which may be represented by ADSs) on the same terms and
conditions.
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, Cowen and BofA Securities are
acting as joint bookrunning managers for the offering. Stifel, JMP
Securities, Wedbush PacGrow, Nomura and Kempen & Co are acting
as co-managers 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 was filed with the SEC on May 26, 2020.
The 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. 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, or by telephone at (866) 803-9204, or by email
at prospectus-eq_fi@jpmchase.com; 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; or from 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.
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. A prospectus for the listing of the ordinary shares
on Euronext Brussels consisting of a universal registration
document dated 31 March 2020, an amendment to the aforementioned
universal registration document, a securities note and a summary
(together, the “Listing Prospectus”) will be filed with the Dutch
regulator (“Stichting Autoriteit Financiële Markten”) (the “AFM”)
for approval and passporting to Belgium in accordance with article
25 of Regulation (EU) 2017/1129 of the European Parliament and of
the Council of 14 June 2017 on the prospectus to be published when
securities are offered to the public or admitted to trading on a
regulated market, and repealing Directive 2003/71/EC (as amended,
the “Prospectus Regulation”). Upon approval, the Listing
Prospectus together with a Dutch translation of the summary will be
made available on the website of argenx (www.argenx.com) and copies
may be obtained for free from argenx upon request at
info@argenx.com or by telephone at (32) 9 310 34 19.
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 developing
antibody-based medicines for patients suffering from severe
autoimmune diseases and cancer. By translating immunology
breakthroughs into innovative drug candidates, argenx is building a
world-class portfolio of first-in-class antibodies in both early
and late clinical-stages of development. argenx is evaluating
efgartigimod in multiple serious autoimmune indications and
cusatuzumab in hematological malignancies in collaboration with
Janssen, along with advancing earlier stage assets within its
therapeutic franchises.
For further information, please
contact:Beth DelGiacco, Vice President, Investor
Relations (US)+1 518 424 4980bdelgiacco@argenx.com
Joke Comijn, Director Corporate
Communications & Investor Relations (EU)+32 (0)477 77 29
44+32 (0)9 310 34 19jcomijn@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 anticipated total gross proceeds and closing of the
proposed 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 the
impact that the COVID-19 pandemic and resulting economic conditions
will have on argenx’s operations and business; 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 and will also be
contained in the Listing Prospectus filed by argenx with the AFM in
respect of the listing of the ordinary shares on Euronext Brussels
. 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 in respect
of the U.S. offering does not constitute a prospectus within the
meaning of the Prospectus Regulation and has not been approved by
the AFM 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:
i. |
|
a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU (as amended,
“MiFID II”); or |
ii. |
|
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 |
iii. |
|
not a “qualified investor” as defined in the Prospectus Regulation;
and |
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, 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.
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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