ABLYNX STRONGLY BELIEVES UNSOLICITED CONDITIONAL PROPOSAL FROM NOVO NORDISK FUNDAMENTALLY UNDERVALUES THE COMPANY AND ITS FUT...
08 Janvier 2018 - 1:25PM
YASTEST
FOR IMMEDIATE RELEASE
REGULATED
INFORMATION - INSIDE INFORMATION
GHENT, Belgium, 8
January 2018 - Ablynx NV (Euronext Brussels and Nasdaq: ABLX)
("Ablynx" or the "Company") today confirmed that on December 22,
2017 it received an unsolicited conditional proposal from Novo
Nordisk A/S (CSE: NOVO B) (NYSE:NVO) ("Novo Nordisk") to acquire
all of the outstanding shares of Ablynx for €28.00 (or
approximately $33.66[1]) per share
in cash and one Contingent Value Right (CVR) linked to two upcoming
material events with total potential cash payments over time of up
to €2.50 (or approximately $3.01) per share.
The Ablynx Board, with the
assistance of financial and legal advisors, and taking into account
the interests of all its stakeholders, unanimously concluded that
the proposal fundamentally undervalues Ablynx and its strong
prospects for continued growth and value creation as it implements
its long-term strategic plan of becoming a fully integrated
biopharmaceutical company.
Ablynx also confirms that on
December 7, 2017, Novo Nordisk made an unsolicited, non-binding and
conditional proposal (the "December 7 proposal") to acquire all
outstanding shares of Ablynx for €26.75 (or approximately
$31.57[2]) per share
in cash. Following careful consideration, the Ablynx Board
unanimously concluded that the December 7 proposal fundamentally
undervalues the Company and its future prospects. Despite this, on
December 19, 2017, Novo Nordisk reiterated its commitment to the
December 7 proposal.
"After careful consideration, the
Ablynx Board of Directors unanimously determined that Novo
Nordisk's proposal is not in the best interests of the Company and
its shareholders as it fundamentally undervalues caplacizumab, the
Ablynx pipeline, platform, technology, people, and know how. The
Board sees no merit in ceding control of its assets without full
upfront value recognition for shareholders and believes the
proposed consideration and a complex instrument like a CVR does not
constitute a basis for further discussions at this time," said Dr. Edwin Moses, Chief Executive Officer of
Ablynx.
Dr. Moses
continued, "With Ablynx's enormous upside, we are focused on
executing on opportunities that have the potential to deliver
long-term growth and returns and are confident in our ability to
create significant value. The very positive results from our
HERCULES Phase III study and our two ongoing Phase II studies
validate our ability to execute on our plan to deliver meaningful
products to patients that address unmet medical needs where there
are currently limited or no therapeutic options. In addition to
developing our proprietary pipeline, including preparing for the
commercial launch of caplacizumab, we are engaged in a number of
exciting strategic collaborations with major pharma companies,
further validating the potential of our Nanobody platform. We
firmly believe the continued execution of this strategic plan will
deliver substantially more value to Ablynx shareholders than Novo
Nordisk's proposal."
J.P. Morgan is serving as financial advisor to
Ablynx and Goodwin Procter LLP and Eubelius CVBA/SCRL are serving
as legal counsel.
About
Ablynx
Ablynx is a biopharmaceutical
company engaged in the development of Nanobodies, proprietary
therapeutic proteins based on single-domain antibody fragments,
which combine the advantages of conventional antibody drugs with
some of the features of small-molecule drugs. Ablynx is dedicated
to creating new medicines which will make a real difference to
society. Today, the Company has more than 45 proprietary and
partnered programmes in development in various therapeutic areas
including inflammation, haematology, immuno-oncology, oncology and
respiratory disease. The Company has collaborations with multiple
pharmaceutical companies including AbbVie; Boehringer Ingelheim;
Eddingpharm; Merck & Co., Inc., Kenilworth, New Jersey, USA;
Merck KGaA; Novartis; Novo Nordisk; Sanofi and Taisho
Pharmaceuticals. The Company is headquartered in Ghent, Belgium.
More information can be found on www.ablynx.com.
For more
information, please contact
Ablynx:
Dr Edwin Moses
CEO
t: +32 (0)9 262 00 07
m: +32 (0)473 39 50 68
e: edwin.moses@ablynx.com
Lies Vanneste
Director Investor Relations
t: +32 (0)9 262 01 37
m: +32 (0)498 05 35 79
e: lies.vanneste@ablynx.com
Follow us on Twitter @AblynxABLX
Ablynx media
relations:
Consilium Strategic Communications
Mary-Jane Elliott, Philippa Gardner, Sukaina Virji
t: +44 (0)20 3709 5700
e: ablynx@consilium-comms.com
Joele Frank, Wilkinson Brimmer
Katcher
Dan Katcher or Joseph Sala
t: +1 212-355-4449
Disclaimer
Certain statements, beliefs and opinions in this press release are
forward-looking, which reflect the Company or, as appropriate, the
Company directors' current expectations and projections about
future events. By their nature, forward-looking statements involve
a number of risks, uncertainties and assumptions that could cause
actual results or events to differ materially from those expressed
or implied by the forward-looking statements. These risks,
uncertainties and assumptions could adversely affect the outcome
and financial effects of the plans and events described herein. A
multitude of factors including, but not limited to, changes in
demand, competition and technology, can cause actual events,
performance or results to differ significantly from any anticipated
development. Forward looking statements contained in this press
release regarding past trends or activities should not be taken as
a representation that such trends or activities will continue in
the future. As a result, the Company expressly disclaims any
obligation or undertaking to release any update or revisions to any
forward-looking statements in this press release as a result of any
change in expectations or any change in events, conditions,
assumptions or circumstances on which these forward-looking
statements are based. Neither the Company nor its advisers or
representatives nor any of its parent or subsidiary undertakings or
any such person's officers or employees guarantees that the
assumptions underlying such forward-looking statements are free
from errors nor does either accept any responsibility for the
future accuracy of the forward-looking statements contained in
this press release or the actual occurrence of the forecasted
developments. You should not place undue reliance on
forward-looking statements, which speak only as of the date of this
press release.
A
Dutch translation of the press release will be communicated
shortly
[1] Based on
EUR / USD exchange rate of 1.202 on January 8, 2018
[2] Based on
EUR / USD exchange rate of 1.180 on December 7, 2017
pdf version of the press
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The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Ablynx via Globenewswire
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