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MarketScreener Homepage  >  Equities  >  Euronext Bruxelles  >  Ablynx    ABLX   BE0003877942

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05/17/2018 | 07:01am CEST


GHENT,  Belgium, 17 May 2018 - Ablynx [Euronext Brussels and Nasdaq: ABLX] today
announced,  in conformity with Title  II of the Law  of 2 May 2007 and the Royal
Decree of 14 February 2008, that an additional 2,594,841 common shares have been
issued  by  the  Company  in  exchange  for  €32,180,164.61 as the result of the
exercise of warrants.

As   a   result  of  this  transaction,  Ablynx  now  has  a  share  capital  of
€145,809,248.33 represented by a total number of 78,001,392 shares, conferring a
total number of 78,001,392 voting rights.

Following  the  exercise  of  warrants,  there  are  no  more outstanding rights
(warrants) to subscribe for not yet issued securities conferring voting rights.

The  current total number of outstanding convertible bonds is 983, which, on the
basis  of  the  current  conversion  price  of  €12.6631,  are  convertible into
7,761,768 new shares, conferring a total number of 7,761,768 voting rights.

About AblynxAblynx  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; Novo Nordisk; Sanofi and Taisho
Pharmaceuticals.   The   Company   is  headquartered  in  Ghent,  Belgium.  More
information can be found on www.ablynx.com.

On  29 January 2018, Sanofi made an offer to acquire all of Ablynx's outstanding
ordinary  shares  (including  shares  represented  by American Depository Shares
(ADSs),  warrants  and  convertible  bonds  (collectively  with  the outstanding
ordinary  shares,  the  "Securities"))  at  a  price  of  €45  per  share, which
represents an aggregate equity value of approximately €3.9 billion. The proposed
transaction  was unanimously  approved by  both the  Sanofi and  Ablynx Board of
Directors.  The offer is comprised of two separate but concurrent tender offers:
(i) a  tender offer under the laws of Belgium for all of the outstanding shares,
warrants and convertible bonds of Ablynx (the "Belgian Offer") and (ii) a tender
offer  under the laws of the U.S. for all of the outstanding shares held by U.S.
holders  and  ADSs  held  by  holders,  wherever  located  (the "U.S. Offer" and
together with the Belgian Offer, the "Offers"). The initial acceptance period of
the tender offers commenced on 4 April 2018 and expired at 5:00 p.m. ET / 11:00
p.m. CET on 4 May 2018.

Sanofi  confirmed  on  14 May  2018 that,  as  of  the expiration of the initial
acceptance  period,  a  total  of  71,972,994 shares (including 7,446,312 shares
represented  by  ADSs),  2,594,841 warrants  and  975 convertible bonds had been
validly  tendered into the  Offers and not  withdrawn. Sanofi will own 95.60% of
the  outstanding shares of Ablynx on the settlement date of the Offers, of which
more  than 90% were acquired  through the Offers.  Sanofi further confirmed that
the  Minimum Tender Condition and  the other conditions to  the Offers have been

Sanofi  has  decided  to  proceed  with  a  squeeze-out  of those Securities not
tendered  to the Offers in  accordance with applicable Belgian  and U.S. law. In
this  regard, Sanofi will reopen the  Offers and commence the squeeze-out period
on  May 22, 2018, to acquire  those Securities not  previously tendered into the
Offers.  The squeeze-out  period will  expire on  June 12, 2018 at 5.00 p.m.New
York City time / 11.00 p.m. CEST time.
Please see below for more information on the tender offers.

For more information, please contact

Dr Edwin Moses
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

Ablynx media relations:
Consilium Strategic CommunicationsMary-Jane Elliott, Philippa Gardner, Sukaina Virji
t:  +44 (0)20 3709 5700
e:  ablynx@consilium-comms.com

Joele Frank, Wilkinson Brimmer KatcherDan Katcher or Joseph Sala
t: +1 212 355-4449

Additional information on the Belgian Offer
An  electronic version of the  prospectus (including the forms)  can be found on
the  websites of the  Receiving & Paying  Agents (for BNP  Paribas Fortis NV/SA,
https://www.bnpparibasfortis.be/epargneretplacer   (French   and   English)  and
https://www.bnpparibasfortis.be/sparenenbeleggen  (Dutch  and  English); for KBC
Securities     NV/SA     in     cooperation     with     KBC     Bank     NV/SA,
overview,  https://www.kbc.be,  https://www.cbc.be  and  https://www.bolero.be),
Sanofi       (https://www.sanofi.com/en/investors/tender-offers-ablynx       and
https://www.sanofi.com/fr/investisseurs/offres-ablynx)         and        Ablynx
(http://www.ablynx.com/investors/sanofi-takeover-bid/).  The Prospectus can also
be  obtained in hard copy free of charge  (i) at the counters of the Receiving &
Paying   Agents   or  (ii) by  contacting  the  Receiving  &  Paying  Agents  at
+32 (0)2 433 41 13 (BNP  Paribas  Fortis NV/SA),  +32 (0)78  15 21 53 (KBC  Bank
NV/SA, Dutch & English), +32 (0) 800 92 020 (CBC Banque NV/SA, French & English)
or  +32 32 83 29 81 (Bolero by  KBC Securities NV/SA,  Dutch, French & English).
The  Prospectus is available in English and Dutch. The summary of the prospectus
is also available in French.

The  Response Memorandum is  annexed to the  prospectus. The Response Memorandum
can  also be obtained  in hard copy  free of charge  at the registered office of
Ablynx  (Technologiepark 21, 9052 Zwijnaarde (Belgium)). The Response Memorandum
is available in English and Dutch.

Additional Information on the U.S. Offer
This  communication  is  for  informational  purposes  only  and  is  neither  a
recommendation,  an offer to purchase nor a solicitation of an offer to sell any
Securities  of Ablynx. Sanofi has filed a  Tender Offer Statement on Schedule TO
with  the SEC  and Ablynx  has filed  a Solicitation/Recommendation Statement on
Schedule 14D-9 with the SEC. Holders of Securities are urged to carefully review
the  documents that were filed  by Sanofi and Ablynx  with the SEC because these
documents will contain important information, including the terms and conditions
of the tender offer.

The  offer to purchase, the related ADS  letter of transmittal and certain other
tender offer documents, as well as the Solicitation/Recommendation Statement are
available  to all holders of  Securities of Ablynx at  no expense to them. These
documents are available for free at the SEC's website at www.sec.gov. Additional
copies  may be  obtained for  free by  contacting Sanofi  at ir@Sanofi.com or on
Sanofi's website at https://en.Sanofi.com/investors. You should read the filings
made  by  Sanofi  and  Ablynx  with  the  SEC carefully before making a decision
concerning the U.S. Offer.

pdf version of the press release: 

This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
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


© InPublic, source European Press Releases

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