This agreement has received clearance from the US 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 USD 3.95bn by Gilead to Galapagos.
In addition, Gilead has made an equity investment in Galapagos of approximately USD 1.1bn (or approximately EUR 960m) by subscribing for new shares at a price of EUR 140.59 per share, including issuance premium.
As a result, Gilead now owns 13,589,686 ordinary shares of Galapagos, representing approximately 22% of the currently outstanding share capital of Galapagos.
In accordance with Belgian transparency legislation1, Galapagos notes that its total share capital currently amounts to EUR 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, 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.
Galapagos (Euronext and 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.
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