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Mechelen, Belgium; February 17, 2025, 22:01 CET; regulated information – Galapagos NV (Euronext & NASDAQ: GLPG) received a transparency notification and 13D filing from Tang Capital.
Pursuant to Belgian transparency legislation1, Galapagos received a transparency notification on February 14, 2025 on behalf of Mr. Kevin Tang, Tang Capital Management, LLC (“TCM”), Tang Capital Partners, LP (“TCP”), Tang Capital Partners International, LP (“TCPI”), and Tang Capital Partners III, Inc. (“TCP III”), who notified us that TCP and TCPI hold an aggregate of 887,227 ordinary shares and that TCP, TCPI, and TCP III hold an aggregate of 2,436,180 American Depository Receipts (“ADRs”) (each of which represent one ordinary share), which represent a total of 3,323,407 of Galapagos’ voting rights. This represents 5.04% of Galapagos’ currently outstanding 65,897,071 shares. As a result, they crossed above the 5% threshold of Galapagos’ voting rights by acquisition of voting securities on February 7, 2025. The transparency notification further specifies that:
(i) Mr. Tang is the manager of TCM and the CEO of TCP III and Tang Capital Partners IV, Inc. (“TCP IV”); TCM is the general partner of TCP and TCPI; Mr. Tang shares voting and dispositive power over such shares with TCP, TCPI, TCP III and TCM; TCM shares voting and dispositive power over such shares with TCP, TCPI, TCP III and Mr. Tang; TCP shares voting and dispositive power over such shares with TCM and Mr. Tang; TCPI shares voting and dispositive power over such shares with TCM and Mr. Tang; TCP III shares voting and dispositive power over such shares with TCM and Mr. Tang, and that
(ii) TCM, TCP, TCPI and TCP III can exercise the voting rights at their discretion in the absence of specific instructions.
Furthermore, TCM filed a Schedule 13D with the SEC on February 14, 2025, reporting that it beneficially owns 4,910,525 of Galapagos’ voting rights, consisting of 966,119 ordinary shares, 2,544,406 ADRs, and 1,400,000 ADRs giving the right to purchase Galapagos’ shares pursuant to call option contracts that expire on February 21, 2025. This represents a total of 7.5% of Galapagos’ currently outstanding 65,897,071 shares. It is also stated that the persons making the filing have potential obligations to purchase 1,043,500 of Galapagos’ shares pursuant to put option contracts that expire on February 21, 2025, and that they have potential obligations to sell 200,000 Galapagos' shares pursuant to call option contracts that expire on April 17, 2025.