Regulated information — Inside information
February 1, 2021
Breda, the Netherlands — argenx SE
(Euronext & Nasdaq: ARGX), a global immunology company
committed to improving the lives of people suffering from severe
autoimmune diseases and cancer, announced today that it has
commenced a global offering of $750 million (approximately €618
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 an aggregate of up to $415
million (approximately €342 million) of ordinary shares in this
offering at the offering price per share and on the same terms as
the other purchasers in this 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
this 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, BofA Securities and Cowen are
acting as joint bookrunning 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 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 preliminary
prospectus supplement and the accompanying prospectus relating to
these securities being offered in the United States 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 Morgan Stanley & Co. LLC,
180 Varick Street, 2nd Floor, New York, NY 10014, Attn: Prospectus
Department, by email at prospectus@morganstanley.com, or by
telephone at (866) 718-1649; 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; or 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.
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 and cancer. 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 is evaluating efgartigimod
in multiple serious autoimmune diseases, and cusatuzumab in
hematological cancers in collaboration with Janssen. argenx is also
advancing several earlier stage experimental medicines within its
therapeutic franchises. argenx has offices in Belgium, the United
States, and Japan.
For further information, please
contact:
Media:Kelsey KirkKKirk@argenx.com
Investors:Beth DelGiacco
bdelgiacco@argenx.com
Joke Comijn (EU)jcomijn@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 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. 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:
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 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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