On November 6, 2019 argenx (Euronext & Nasdaq: ARGX), a clinical-stage biotechnology company developing a deep pipeline of differentiated antibody-based therapies for the treatment of severe autoimmune diseases and cancer, reported the pricing of a global offering of ordinary shares in the form of American Depository Shares (ADSs) in the United States and certain other countries outside of European Economic Area and a simultaneous private placement of ordinary shares in the European Economic Area (Press release, argenx, NOV 6, 2019, View Source [SID1234550646]). The Company anticipates total gross proceeds of $484 million (approximately €437 million) from the sale of 1,410,057 ADSs at a price of $121.00 per ADS and the sale of 2,589,943 ordinary shares at a price of €109.18 per ordinary share. Each of the ADSs offered in the offering represents the right to receive one ordinary share, nominal value of €0.10 per share.
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In addition, argenx has granted the underwriters of the offering a 30-day option to purchase up to 600,000 ordinary shares (which may be in the form of ADSs) on the same terms and conditions. The U.S. offering and the European private placement are currently expected to close simultaneously on November 12, 2019, subject to customary closing conditions. On this timing, due to a public holiday in the United States, November 12, 2019 would count as T+2 settlement in the United States and a T+3 settlement for investors that purchase ordinary shares traded on Euronext Brussels. Accordingly, investors purchasing ordinary shares traded on Euronext Brussels should be aware that if they transact in the secondary market on T (November 7, 2019) they may not be able to settle those transactions on a T+2 basis, because they would only receive ordinary shares from argenx on a T+3 basis on November 12, 2019.
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."
Morgan Stanley, Cowen, BofA Securities and Evercore are acting as joint bookrunning managers for the offering. Kempen is acting as lead manager for the offering and Wolfe Capital Markets and Advisory is acting as co-manager.
The securities are being offered 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 November 6, 2019. 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 Offering may be obtained for free from Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, New York 10014, United States, Attention: Prospectus Department; from Cowen and Company, LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attn: Prospectus Department, by email at [email protected], or by telephone at (833) 297-2926; BofA Securities, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, North Carolina 28255-0001, Attn: Prospectus Department, or by email at [email protected]; or Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 36th Floor, New York, NY 10055, or by telephone at (888) 474-0200.
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.