Business Wire

Gilead and Galapagos Complete Closing of Their Transformative Research and Development Collaboration

Share

Gilead Sciences, Inc. (NASDAQ: GILD) and Galapagos NV (Euronext & NASDAQ: GLPG) today announced the closing of the global research and development collaboration agreement signed on July 14, 2019.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20190823005335/en/

This agreement has received clearance from the U.S. Federal Trade Commission under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and merger control approval from the Austrian Federal Competition Authority.

Under the terms of the agreement, the closing of this transaction triggers an upfront license fee payment of $3.95 billion by Gilead to Galapagos. In addition, Gilead has made an equity investment in Galapagos of approximately $1.1 billion (or approximately €960 million) by subscribing for new shares at a price of €140.59 per share, including issuance premium. As a result, Gilead now owns 13,589,686 ordinary shares of Galapagos, representing approximately 22 percent of the currently outstanding share capital of Galapagos.

“We are excited to close this unique agreement, which will generate both long-term strategic value and mutual, immediate benefits,” said Daniel O'Day, Chairman and Chief Executive Officer of Gilead. “The collaboration reflects Gilead's intent to grow our innovation network through diverse and creative partnerships.”

“This agreement is about maximizing innovation based on developing new mode of action medicines. With the capital provided by Gilead, we aim to progress innovation to patients,” said Onno van de Stolpe, Chief Executive Officer of Galapagos.

In accordance with Belgian transparency legislation1, Galapagos notes that its total share capital currently amounts to €333,479,569.76; the total number of securities conferring voting rights is 61,652,086, which is also the total number of voting rights (the “denominator”), and all securities conferring voting rights and all voting rights are of the same category. The total number of rights (warrants) to subscribe to not yet issued securities conferring voting rights is 5,958,292, which equals the total number of voting rights that may result from the exercise of these warrants. Galapagos does not have any convertible bonds or shares without voting rights outstanding.

About Gilead Sciences

Gilead Sciences, Inc. is a research-based biopharmaceutical company that discovers, develops and commercializes innovative medicines in areas of unmet medical need. The company strives to transform and simplify care for people with life-threatening illnesses around the world. Gilead has operations in more than 35 countries worldwide, with headquarters in Foster City, California. For more information on Gilead Sciences, please visit the company’s website at www.gilead.com.

About Galapagos

Galapagos (Euronext & NASDAQ: GLPG) discovers and develops small molecule medicines with novel modes of action, three of which show promising patient results and are currently in late-stage development in multiple diseases. The company’s pipeline comprises Phase 3 through to discovery programs in inflammation, fibrosis, osteoarthritis and other indications. Galapagos’ ambition is to become a leading global biopharmaceutical company focused on the discovery, development and commercialization of innovative medicines. More information at www.glpg.com.

Gilead Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, related to Gilead, Galapagos and the global research and development collaboration agreement that are subject to risks, uncertainties and other factors. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectation of the companies and members of their senior management team. Forward-looking statements include, without limitation, the risk that Gilead may not realize any benefits from the global collaboration agreement; its potential effects on Gilead's revenues and earnings; Gilead may fail to discover, develop and commercialize any of Galapagos’ pipeline products under the agreement; the filing of the new drug applications for approval of filgotinib in the currently anticipated timeframe; approval of filgotinib by regulatory authorities, including any approvals, if granted, may have significant limitations on its use; the anticipated timing of clinical data of Galapagos’ pipeline products; the possibility of unfavorable results from these clinical trials; and the accuracy of any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include: the occurrence of any event, change or other circumstance that could give rise to the termination of the collaboration agreement; the effects of the transaction on relationships with employees, customers, other business partners or governmental entities; transaction costs; the risk Galapagos’ stockholders do not approve Gilead’s board nominees or issuance of the warrants, as the case may be. These and other risks are described in detail in Gilead’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, as filed with the U.S. Securities and Exchange Commission. All forward-looking statements are based on information currently available to Gilead, and Gilead assumes no obligation to update any such forward-looking statements.

Galapagos Forward-Looking Statements

This release may contain forward-looking statements with respect to Galapagos, including statements regarding Galapagos’ strategic ambitions, the implementation of the global collaboration agreement, and the amount and timing of any payments by Gilead to Galapagos. Galapagos cautions the reader that forward-looking statements are not guarantees of future performance. Forward-looking statements involve known and unknown risks, uncertainties and other factors which might cause the actual results, financial condition and liquidity, performance or achievements of Galapagos, or industry results, to be materially different from any historic or future results, financial conditions and liquidity, performance or achievements expressed or implied by such forward-looking statements. In addition, even if Galapagos’ results, performance, financial condition and liquidity, and the development of the industry in which it operates are consistent with such forward-looking statements, they may not be predictive of results or developments in future periods. Among the factors that may result in differences are the inherent uncertainties associated with competitive developments, clinical trial and product development activities and regulatory approval requirements (including that data from the ongoing and planned clinical research programs may not support registration or further development of its candidate products due to safety, efficacy or other reasons), Galapagos’ reliance on collaborations with third parties (including its collaboration partner Gilead), and estimating the commercial potential of its candidate products. A further list and description of these risks, uncertainties and other risks can be found in Galapagos’ Securities and Exchange Commission (SEC) filings and reports, including in Galapagos’ most recent annual report on Form 20-F filed with the SEC and subsequent filings and reports filed by Galapagos 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. Galapagos expressly disclaims any obligation to update any such forward-looking statements in this document to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements, unless specifically required by law or regulation.

For more information on Gilead Sciences, please visit the company’s website at www.gilead.com , follow Gilead on Twitter (@GileadSciences) or call Gilead Public Affairs at 1-800-GILEAD-5 or 1-650-574-3000.

1 Belgian Act of 2 May 2007 on the disclosure of major shareholdings in issuers whose shares are admitted to trading on a regulated market.

Contact information

Gilead
Sung Lee, Investors
(650) 524-7792

Amy Flood, Media
(650) 522-5643

Galapagos
Elizabeth Goodwin, Investors
(781) 460-1784

Sofie Van Gijsel, Investors
+32 485 19 14 15

Carmen Vroonen, Media
+32 473 824 874

Evelyn Fox, Media
+31 6 53 591 999

About Business Wire

Business Wire
Business Wire
24 Martin Lane
EC4R 0DR London

+44 20 7626 1982http://www.businesswire.co.uk

(c) 2018 Business Wire, Inc., All rights reserved.

Business Wire, a Berkshire Hathaway company, is the global leader in multiplatform press release distribution.

Subscribe to releases from Business Wire

Subscribe to all the latest releases from Business Wire by registering your e-mail address below. You can unsubscribe at any time.

Latest releases from Business Wire

The LYCRA Company Announces New Solutions for the Circular Economy Under Its Planet Agenda Sustainability Platform19.9.2019 09:00:00 CESTPress release

The LYCRA Company announced today that it is amplifying its Planet Agenda sustainability platform with the launch of LYCRA® EcoMade fiber, its first branded elastane made with pre-consumer content. The company also announced plans to convert the majority of COOLMAX® and THERMOLITE® fiber products to include recycled content by the end of 2021. The official launch will take place at Intertextile Shanghai, September 25-27. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20190919005142/en/ The LYCRA Company Announces New Solutions for the Circular Economy Under Its Planet Agenda Sustainability Platform (Photo: Business Wire) “The Planet Agenda platform focuses on providing insights, technologies, products, and processes that can contribute to a more sustainable industry,” says Jean Hegedus, The LYCRA Company’s sustainability director. “Planet Agenda is built around three interdependent pillars: product sustainability, manufacturin

CONSUS Real Estate AG: Bondholders Invited to Vote on an Amendment of the Terms and Conditions of the EUR 200,000,000 4.00% Bonds Due 2022 (ISIN DE000A2G9H97)19.9.2019 08:35:00 CESTPress release

As announced on 12 September 2019, Consus Real Estate AG (the Company) has now formally proposed to the bondholders of the EUR 200,000,000 4.00% bonds due 2022 (ISIN DE000A2G9H97) an amendment of the terms and conditions of the bonds (revised conversion mechanism to align with standard market conversion process), to be resolved upon by the bondholders in a voting without physical meeting. The request for voting is now published in the Federal Gazette (Bundesanzeiger) (www.bundesanzeiger.de). The voting period starts on Thursday, 10 October 2019, at 0:00 hrs and ends on Monday, 14 October 2019, at 24:00 hrs. All relevant documents are available on the Company's website www.consus.ag under "Investors / Creditors' Meeting". The issuer is solely responsible for the content of this announcement. Language English Company CONSUS Real Estate AG Kurfürstendamm 188-189 10707 Berlin Germany Phone +49 (0)30 965 357 90 300 E-mail info@consus.ag Internet www.consus.ag ISIN DE000A2DA414 WKN A2DA41 Li

Samsung Brings Revolutionary Software Innovation to PCIe Gen4 SSDs for Maximized Storage Performance19.9.2019 08:00:00 CESTPress release

Samsung Electronics Co., Ltd., the world leader in advanced memory technology, today announced that it has brought the latest software innovations to the company's most cutting-edge PCIe Gen4 solid state drive (SSD) series, opening up a new paradigm in SSD performance. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20190919005268/en/ Samsung Brings Revolutionary Software Innovation to PCIe Gen4 SSDs for Maximized Storage Performance (Graphic: Business Wire) "We are combining breakthrough speeds and capacities with revolutionary software solutions as we accelerate expansion in the premium SSD market," said Kye Hyun Kyung, executive vice president of Memory Solution Product & Development at Samsung Electronics. "We plan to introduce additional innovation led by our most advanced (sixth-generation) V-NAND in helping to trigger a lot more growth in the global IT market." 3 software innovations create new paradigm for ultra-high-ca

Panasonic to Provide Additional Automated Facial Recognition Gates for Passport Control at Airports in Japan19.9.2019 07:42:00 CESTPress release

Panasonic Corporation announced that it will be providing additional automated facial recognition gates for use at an expanded number of airports in Japan and also for newly expanded use in departure procedures for foreign travelers. The additional order will bring the total number of automated gates to 203 units across the country (123 units to be used for foreign nationals). This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20190919005266/en/ Panasonic automated facial recognition gates at immigration examination area in Narita Airport Terminal 1 Building (South Wing) (Photo: Business Wire) [Video] Automated Facial Recognition Gates for Passport Control at Airports in Japan https://channel.panasonic.com/contents/27078/ In October 2017, Panasonic's automated facial recognition gates were first chosen by the Immigration Services Agency of the Ministry of Justice, and 137 units have since been put into operation at five major airp

Patient Safety Leaders and Advocates Discuss Solutions to Eliminate Preventable Patient Deaths19.9.2019 07:14:00 CESTPress release

On the same day the World Health Organization (WHO) designated World Patient Safety Day, The Patient Safety Movement Foundation’s (PSMF) Midyear Planning Meeting (MYPM) brought together more than a hundred patient safety stakeholders from across seven countries for intimate discussions about how to achieve ZERO preventable deaths in hospitals. More than 200,000 people die due to medical errors in the US each year, and more the 4.8 million worldwide. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20190919005264/en/ Patient safety leaders convened at the PSMF Midyear Planning Meeting to discuss solutions to preventable patient deaths. (Photo: Business Wire) During this important meeting, administrators, clinicians, patient safety advocates, family members and other patient safety leaders from across the healthcare ecosystem had an opportunity to share experiences and expertise to help develop solutions to eliminate preventable p

Alipay Ant Forest Named UN Champion of the Earth, the United Nation’s Highest Environmental Honor19.9.2019 07:00:00 CESTPress release

Alipay Ant Forest, a green initiative on the world’s leading payment and lifestyle platform Alipay, has been awarded the United Nation’s highest environmental honor – the “UN Champions of the Earth” award – for inspiring over half a billion people to take action in their daily lives to live greener lifestyles and help protect the environment through the power of digital technology. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20190918006096/en/ (Photo: Business Wire) Launched in the Alipay app in August 2016, the Ant Forest green initiative encourages users to adopt low-carbon activities — such as paying utility bills online, and walking or taking buses to work instead of driving — in their daily lives. Such behavior is counted and converted into virtual “green energy points” that accumulate to grow a virtual “tree” in the user’s mobile phone. With enough energy points, the virtual tree is converted into a real one and plant