SEC Comment Letter for ARGENX SE (ARGX) (CIK 0001697862) (ARGX) — May 15, 2017
ARGENX SE (ARGX) (CIK 0001697862)
Date: May 15, 2017 · CIK: 0001697862 · Accession: 0000000000-17-016986
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File numbers found in text: 333-217417
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Mail Stop 4546
May 12, 2017
Tim Van Hauwermeiren
Chief Executive Officer
argenx SE
Willemstraat 5
4811 AH, Breda, the Netherlands
Re: argenx SE
Amendment No. 2 to
Registration Statement on Form F -1
Filed May 8, 2017
File No. 333-217417
Dear Mr. Van Hauwermeiren:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not bel ieve an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our May 5, 2017 letter .
Registration Statement Cover Page
1. Please confirm whether your U.S. IPO price will be substantially the same as the home
market trading price. You may use the most recent home ma rket trading price, converted
to U.S. dollars at the most recent exchange rate , only if the U.S. IPO price will be largely
based on the home market trading price. If you expect that the U.S. IPO price will not be
substantially the same as the home market trading price (i.e., the U.S. IPO price will be
sold at a substantial discount), please disclose on the cover page of the preliminary
prospectus a bona fide price range of the offered securities. If you intend to price the
securities based on the home mar ket price, you may disclose a percentage range based on
Tim Van Hauwermeiren
argenx SE
May 12, 2017
Page 2
that price (for example, 10% of the home market price) within which you intend to price
the securities. See Item 501(b)(3) of Regulation S -K.
Dutch Tax Consequences Prior To Our Redomiciliation, page 266
Dutch Tax Consequences Upon Completion of Our Redomiciliation, page 273
2. We note your response to our prior comment 1 , however, you have not revised these
section s to provide a firm opinion for each material tax consequence. As the tax
disclosure in these sections serves as the tax opinion, please further revise to clearly
identify and articulate the opinions being rendered by counsel and express a firm opinion
for each material tax consequence, or explain why such an opinion cannot be given .
Please rem ove portion s of the current disclosure sta ting that “generally” a certain tax
consequence will apply , as this does not express a firm opinion . Further, please remove
the term “certain” in the heading “ Certain Material United States, Dutch and Belgian Tax
Consideration,” and throughout the disclosure in this section to clarify that this section
addresses all material tax consequences. For guidance consider Section III of Staff Legal
Bulletin No. 19.
You may contact Sasha Parikh at (202) 551 -3627 or Kevin V aughn, Accounting Branch
Chief, at (202) 551 -3494 if you have questions regarding comments on the financial statements
and related matters. Please contact Ada D. Sarmento at (202) 551 -3798 or Erin Jaskot, Special
Counsel, at (202) 551 -3442 with any other questions.
Sincerely,
/s/ Erin K. Jaskot, for
Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance
cc: Edwin O’Connor
Goodwin Procter LLP