Galapagos Receives Transparency Notification and 13D Filing from Tang Capital

On February 14, 2025, Galapagos NV (NASDAQ:GLPG) received an important transparency notification and a Schedule 13D filing from Tang Capital Management and its associated entities. This communication was made in line with Belgian transparency legislation.

The notification revealed that Mr. Kevin Tang, operating through Tang Capital Management, LLC ("TCM"), Tang Capital Partners, LP ("TCP"), Tang Capital Partners International, LP ("TCPI"), and Tang Capital Partners III, Inc. ("TCP III"), has acquired a significant amount of shares in Galapagos. Specifically, TCP and TCPI together hold 887,227 ordinary shares, while TCP, TCPI, and TCP III possess 2,436,180 American Depository Receipts (ADRs). Each ADR corresponds to one ordinary share, leading to a total of 3,323,407 voting rights represented by these holdings.

This total amounts to approximately 5.04% of Galapagos's total outstanding shares of 65,897,071. Notably, this acquisition pushed these entities above the 5% threshold for voting rights on February 7, 2025.

The notification also clarified the sharing of voting and dispositive powers among these entities. Mr. Tang, in his roles as the manager of TCM and CEO of TCP III, alongside other entities, shares control over the voting rights associated with these shares. Each associated entity can exercise voting rights independently in the absence of specific instructions.

In addition to the transparency notification, TCM filed a Schedule 13D with the U.S. Securities and Exchange Commission (SEC) on February 14, 2025. This filing disclosed that TCM beneficially owns 4,910,525 voting rights in Galapagos. This total is made up of 966,119 ordinary shares and 2,544,406 ADRs, along with 1,400,000 ADRs linked to call options that allow for the purchase of Galapagos shares, expiring on February 21, 2025.

Collectively, these holdings account for 7.5% of Galapagos’s total outstanding shares. Furthermore, the filing noted potential obligations to purchase 1,043,500 shares under put options and obligations to sell 200,000 shares under call options, with respective expirations of February 21, 2025, and April 17, 2025.

For further details, the complete transparency notification and the Schedule 13D can be accessed on the Galapagos website.

About Galapagos

Galapagos is a biotechnology company focused on enhancing patient outcomes through innovative and transformative science. With a commitment to addressing significant unmet medical needs, the company integrates cutting-edge science and technology to develop an extensive pipeline of advanced medicines. Their approach ranges from laboratory research to patient care, utilizing a modern decentralized cell therapy manufacturing platform. Galapagos strives not only to meet current healthcare demands but also to anticipate and shape the future of medicine, ensuring their innovations reach those most in need.

Galapagos, Tang, Notification