Regulated information — Inside information
March 22, 2022
Breda, the Netherlands — argenx
SE (Euronext & Nasdaq: ARGX), a global immunology company
committed to improving the lives of people suffering from severe
autoimmune diseases, announced today that it has commenced a global
offering of $500 million (approximately €453 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 on behalf of their clients
an aggregate of up to $170.0 million of ordinary shares in the
offering at the offering price per share and on the same terms as
the other purchasers in the 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
the 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, Cowen and SVB
Leerink 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 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 SVB Securities LLC, Attn: Syndicate Department,
53 State Street, 40th Floor, Boston, Massachusetts 02109, by
telephone at 1-800-808-7525, ext. 6105, or by email at
syndicate@svbleerink.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 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.
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 developed and is commercializing the
first-and-only approved neonatal Fc receptor (FcRn) blocker in the
U.S. and Japan. The Company is evaluating efgartigimod in multiple
serious autoimmune diseases and advancing several earlier stage
experimental medicines within its therapeutic franchises.
For further information, please
contact: Media:Kelsey
Kirkkkirk@argenx.com
Joke Comijn (EU)jcomijn@argenx.com
Investors:Beth
DelGiaccobdelgiacco@argenx.com
Michelle Greenblattmgreenblatt@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, regulatory approval requirements
and commercialization of its products; 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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