Regulated information — Inside information
February 4, 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 the
underwriters of its previously announced global offering of
ordinary shares (including ordinary shares represented by American
Depositary Shares (ADSs)) have exercised their option to purchase
468,750 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
$1.15 billion (approximately €954.8 million) from the sale of an
aggregate of 3,593,750 ordinary shares (including ordinary shares
represented by ADSs).
J.P. Morgan, Morgan Stanley, BofA Securities and Cowen acted as
joint bookrunning managers for the offering.
The closing of the global offering, including with respect to
the ADSs subject to the option, is expected to occur on February 5,
2021, subject to customary closing conditions.
The securities were 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 February 1, 2021. 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 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.
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.comForward-looking Statements
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
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 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
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 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.
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