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GLPG Galapagos

416.00
0.00 (0.00%)
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Galapagos LSE:GLPG London Ordinary Share BE0003818359 ORD SHS NO NOMINAL VALUE
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 416.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Galapagos to acquire Inpharmatica

06/12/2006 7:00am

UK Regulatory


    Acquisition broadens drug discovery capabilities and services

Webcast Conference Call Scheduled for 10.00 AM CET on 6 December,
2006

* Acquisition price of ¤12.5 million in all-share transaction
* Acquired assets include an estimated ¤6 million in cash  (of which
  half is due by December 31, 2006)
* Potential all-share earn out payments of maximum ¤6.6 million based
  on pre-agreed commercial milestones
* Technology will accelerate Galapagos' drug development
* Services will add breadth and depth to BioFocus DPI offering
* Estimated 2006 Inpharmatica revenues of ¤4.7 million

Mechelen, Belgium, and  London, UK,  6 December,  2006; Galapagos  NV
(Euronext & London AIM: GLPG), an integrated drug discovery  company,
and UK-based Inpharmatica Ltd. today announced that they have entered
into a  definitive  agreement  under  which  Galapagos  will  acquire
Inpharmatica in an all-share transaction.   The acquisition price  of
Inpharmatica is in three components:  the ongoing business is  valued
at ¤6.5 million, the estimated cash  at an additional ¤6 million  (of
which half is  due by 31  December 2006), and  the potential  maximum
earn-out related to commercial milestones at ¤6.6 million.

Galapagos will issue, on  the basis of ¤8.82  per share (the  average
GLPG share price over the last thirty days prior to 5 December 2006),
a maximum of 2,165,532 new shares assuming that all three  components
are  fully  delivered.    The  new  shares  will  be  issued  to  the
Inpharmatica shareholders in  three tranches.   The first tranche  of
623,582 new Galapagos shares shall be  issued in December 2006.   Two
subsequent tranches are due to be issued in April and May 2007.   The
exact number of  shares to be  issued in these  two tranches at  that
time  will   be  dependent   upon  certain   pre-agreed   contractual
conditions.

All issued shares will  be subject to a  lock up agreement ending  10
May 2007.  Galapagos  shall apply for a  listing of the newly  issued
Galapagos shares on Euronext Brussels and Euronext Amsterdam, subject
to  the  approval  by  the  Belgian  Banking  Finance  and  Insurance
Commission (BFIC-CBFA) of a  prospectus as required under  applicable
Belgian law, as well as on London AIM.

Inpharmatica is a world-leader in the development and application  of
powerful, genome-scale  predictive  products and  services  for  drug
discovery research.   The company's technologies  for drug  discovery
will bolster Galapagos' leading position  in this field by  improving
the  Group's  ability  to  select  targets  and  compounds  based  on
predictive models and expertise.  These technologies include  ADME[1]
services (Admensa(TM)),  a  novel  approach  to  prioritize  chemical
compounds in drug  screening, as well  as chemo-informatics  services
(Chematica(TM)) to select the best targets for drugability[2].   Both
technologies have already been  widely adopted by the  pharmaceutical
industry and enjoy a  track record of success.   Major new  customers
brought by Inpharmatica  to the  Galapagos group  include Pfizer  and
Schering.

Inpharmatica will  become  part  of  BioFocus  DPI,  Galapagos'  drug
discovery services business.  BioFocus DPI will assume the commercial
and scientific management of Inpharmatica, including the execution of
all current  contracts of  Inpharmatica.   As  a consequence  of  the
acquisition, the  companies anticipate  downsizing of  Inpharmatica's
management, sales and  administrative staff positions.   The  current
CEO and CFO  will assist in  handover until 31  December 2006 and  31
March 2007 respectively.  Immediate annualized operational  synergies
are expected  to  amount to  about  ¤1.5 million.    As part  of  the
acquisition,  Galapagos  will  obtain  certain  downstream  financial
rights to  Inpharmatica's  internal  PPAR-delta  program,  addressing
obesity and  diabetes,  which  has reached  the  stage  of  candidate
selection.

"We are excited to add the distinguished drug discovery  capabilities
of Inpharmatica to  our BioFocus  DPI business.   Adding  proprietary
target and compound selection tools to our platform provides an  even
broader array of drug discovery  solutions for both our internal  R&D
and for our services business," commented Onno van de Stolpe, CEO  of
Galapagos.   "It will  position our  company further  for  additional
turn-key deals ranging from target discovery all the way to  clinical
Proof of Concept."

"We believe that the merger of our drug discovery service  operations
into BioFocus DPI creates the best value for our shareholders",  said
John Lisle, Inpharmatica's CEO.   "Integrating Admensa and  Chematica
within  the  BioFocus  DPI  offering  will  greatly  increase   their
commercial potential and opportunity."

Rationale and strategy of acquisition by Galapagos

Galapagos acquires Inpharmatica as  part of its  strategy to build  a
worldwide leader  in drug  discovery  services, ranging  from  target
discovery all  the way  through  to the  delivery of  compounds  with
clinical Proof of Concept.

Galapagos will  integrate  Inpharmatica  into  its  service  division
BioFocus DPI.   Inpharmatica currently  employs around  30 people  in
Cambridge and  London,  UK; the  majority  of this  staff  will  join
BioFocus DPI and will bring the total Galapagos headcount to over 380
staff in seven countries.

Galapagos will also employ this  acquired capability in its own  drug
discovery programs in bone and joint diseases, where it aims to bring
its own candidate drugs into the clinic.

The acquisition of  Inpharmatica fits within  Galapagos' strategy  to
partner with pharmaceutical and  biotechnology companies in  turn-key
drug  discovery  collaborations,  as  it  strengthens  the  company's
breadth of  technologies  and services.    Galapagos entered  such  a
turn-key alliance with GlaxoSmithKline in osteoarthritis in June 2006
and intends to complete  two more such turn-key  deals in the  coming
three years.

The predictive drug discovery  capabilities acquired are expected  to
accelerate Galapagos' own R&D pipeline by enabling prioritization  of
its validated targets and the chemical lead compounds in the  process
of drug development.

Webcast Conference Call details

Galapagos will host a conference call discussing the transaction on 6
December, 2006 at 10.00 AM CET/ 9.00  AM GMT.  To participate in  the
call, dial +32 2290 1608 ten minutes in advance of the call.  A  live
webcast of the conference call can  be accessed on the Galapagos  and
Inpharmatica websites  at  www.glpg.com  and  www.inpharmatica.co.uk,
respectively.  An archived version  of the webcast will be  available
later today and archived on both company's websites for 30 days.

About Galapagos

Galapagos is a publicly traded, genomics-based drug discovery company
(Euronext Brussels,  GLPG;  Euronext Amsterdam,  GLPGA,  London  AiM:
GLPG) that has  drug discovery programs  based on proprietary,  novel
targets in bone and joint diseases - osteoarthritis, osteoporosis and
rheumatoid  arthritis.      Galapagos   offers  a   full   suite   of
target-to-drug discovery products and services to pharmaceutical  and
biotech companies  through its  division BioFocus  DPI,  encompassing
target discovery and validation, and drug discovery services  through
to clinical Proof  of Concept.   In addition,  BioFocus DPI  provides
adenoviral reagents for rapid identification and validation of  novel
drug targets and  compound libraries  for screening.   Prior to  this
transaction, Galapagos  employed more  than 360  staff, and  occupies
facilities in the US, the  UK, Belgium, Switzerland, Germany and  the
Netherlands.  Galapagos  maintains its revenue  guidance for 2006  of
¤33-38 million.   More information about  Galapagos and BioFocus  DPI
can be found at www.glpg.com.

About Inpharmatica

Inpharmatica is a privately held drug discovery company.  Founded  in
1998, the company  employs around 30  people at its  UK locations  in
London and  Cambridge.   Major  investors  include 3i,  GIMV,  Advent
Venture Partners, Abingworth, Gilde and Reed Elsevier Ventures.   The
principal capability  of Inpharmatica  is to  effectively manage  and
leverage the  overwhelming gene,  protein and  drug compound  related
data generated in drug discovery.

The company offers  a full set  of predictive capabilities,  database
products and consultancy  services to accelerate  the drug  discovery
process and enable  creation of  high quality  Candidate molecules.
Inpharmatica reported an audited operating loss of ¤11.9 million  for
the year ended 31 December 2005, mainly attributable to the discovery
unit, and net assets of  ¤10.9 million (before preference share  debt
of ¤18.5  million, which  will be  eliminated upon  consolidation  by
Galapagos).  The discovery unit was closed during 2006, consolidating
operations towards services, and  Inpharmatica is in advanced  stages
of agreeing a partner for its PPAR delta discovery program.

Galapagos acquired the continuing service  operations as well as  the
downstream PPAR-delta rights.  It has two remaining service  business
units:

Chematica(TM),  which  enables  effective   selection  of  the   best
biological targets  and  the  most  appropriate  drug-like  chemistry
starting points for advancement; and

Admensa(TM), which enables the highly efficient selection of chemical
compounds with the optimal balance of ADME properties.

Inpharmatica is a very well-known and highly-regarded partner to  the
pharma and  biotech industries  with  excellent connections  in  most
leading companies worldwide.
More   information    about   Inpharmatica    can   be    found    at
www.inpharmatica.co.uk.

Forward Looking Statements

This release contains certain forward-looking statements that involve
risks and  uncertainties  that  could  cause  actual  results  to  be
materially different  from  historical  results or  from  any  future
results expressed or implied by such forward-looking statements.  You
are urged  to  consider  statements that  include  the  words  "may,"
"will,"  "would,"   "could,"   "should,"   "believes,"   "estimates,"
"projects,"   "potential,"    "expects,"   "plans,"    "anticipates,"
"intends,"  "continues,"  "forecast,"  "designed,"  "goal,"  or   the
negative of those words or other comparable words to be uncertain and
forward-looking.  Any forward-looking statements made by Inpharmatica
or Galapagos  speak only  as  of the  date  made.   Inpharmatica  and
Galapagos  undertake   no   obligation   to   publicly   update   any
forward-looking statements, whether as  a result of new  information,
future events or otherwise.

CONTACTS:
For Galapagos NV:                                 For Inpharmatica:
Onno van de Stolpe                                John Lisle
CEO                                                      CEO
+31 6 2909 8028                                   +44 20 74 47
23
ir@glpg.com
j.lisle@inpharmatica.co.uk
[1] ADME is the acronym for Absorption, Distribution, Metabolism, and
Excretion: Meeting parameters against these four criteria is critical
to the success of a pharmaceutical compound as a drug.
[2] Drugability measures how effectively a target can be modulated by
a small molecule with the right ADME properties to be developed into
a drug.

- ---END OF MESSAGE---






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