London, Tuesday 27 September, 2005 - Lawyers from the London office of Morrison & Foerster advised BioFocus plc, an integrated drug discovery company, on the recommended all share offer by Galapagos NV, genomics-based biotechnology company, for BioFocus- valued at approximately £20.2 million.
Based on the Closing Price of a Galapagos Share of €8.16 and an exchange rate of €1.4822 per £1 on 20 September 2005, being the last business day prior to the Announcement Date, the Offer values the entire issued share capital of BioFocus at approximately £20.2 million and each BioFocus Share at approximately 124 pence.
The Offer represents a premium of approximately 121 per cent. to the Closing Price of 56.0 pence for each BioFocus Share on 20 September 2005, being the last business day prior to the Announcement Date and a premium of approximately 86 per cent. to the average Closing Price of 66.7 pence for each BioFocus Share for the 30 business days prior to the Announcement Date.
The Morrison & Foerster team was led by corporate partner, James Gubbins and included associate Louis Van Aardt.
James Gubbins commented: "We were delighted to represent BioFocus. This transaction represents the first cross-border share exchange offer for a UK company since the new Prospectus Directive was implemented across Europe. This transaction also saw the first EU passported prospectus as the Prospectus was approved by the BFIC in Belgium and passported to the AFM in the Netherlands and the FSA in the UK."
Based near Cambridge, UK, BioFocus is an integrated drug discovery business that offers outsourced drug discovery products and services in discovery biology, medicinal chemistry and molecular informatics to the global pharmaceutical and biotechnology industries. BioFocus was one of the first European-based companies focusing on the provision of discovery chemistry platforms to the pharmaceutical and biotechnology industries. The company employs 112 full time personnel, consisting of 108 employees and 4 contractors.