Regulated information — Inside information
July 19, 2023,
11:58 PM
CETJuly 19,
2023, 5:58
PM ET
Amsterdam, 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 the underwriters
of its previously announced global offering of ordinary shares
(including ordinary shares represented by American Depositary
Shares (“ADSs”)) have exercised in full their option to purchase
336,734 additional ordinary shares in the form of ADSs 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 $1.27 billion (approximately €1.13
billion) from the sale of an aggregate of 2,581,633 ordinary shares
(including ordinary shares represented by ADSs).
J.P. Morgan, Morgan Stanley, Goldman Sachs & Co. LLC, BofA
Securities and TD Cowen are acting as joint bookrunning managers
for the offering. Van Lanschot Kempen is acting as manager 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 was filed with the
SEC on July 17, 2023. The final 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 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,
by email at prospectus-eq_fi@jpmchase.com, or by telephone at (866)
803-9204; from Morgan Stanley & Co. LLC, 180 Varick Street, 2nd
Floor, New York, NY 10014, Attn: Prospectus Department, or by email
at prospectus@morganstanley.com; from Goldman Sachs & Co. LLC,
200 West Street, New York, NY 10282, Attn: Prospectus Department,
by email at prospectus-ny@ny.email.gs.com, or by telephone at
866-471-2526; from BofA Securities, NC1-022-02-25, 201 North Tryon
Street, Charlotte, North Carolina 28255-0001, Attn: Prospectus
Department, or by email at dg.prospectus_requests@bofa.com; or from
Cowen and Company, LLC, 599 Lexington Avenue, New York, NY 10022,
by email at Prospectus_ECM@cowen.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. 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 approved neonatal Fc receptor (FcRn) blocker in the U.S.,
Japan, Israel, the EU, the UK and China. 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:Erin
MurphyEMurphy@argenx.com
Investors:Alexandra Roy (US)ARoy@argenx.com
Lynn Elton (EU)LElton@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,
itsexpectations with respect to granting the underwriters a 30-day
option to purchase additional ordinary shares(which may be
represented by ADSs) and the anticipated total gross proceeds. 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 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 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:
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- a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU (as amended,
“MiFID II”); or
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- 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
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- not a “qualified investor” as defined in the Prospectus
Regulation; and
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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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