Amended Statement of Ownership: Solicitation (sc 14d9/a)
June 13 2018 - 4:39PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
(RULE
14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 6
TiGenix
(Name of Subject Company)
TiGenix
(Name of Person(s) Filing Statement)
Ordinary
shares, no nominal value (Shares)
American Depositary Shares (ADSs), each representing 20 Shares
(Title of Class of Securities)
ISIN BE0003864817 (Shares)
CUSIP 88675R109 (ADSs)
(CUSIP Number of Class of Securities)
An Moonen
General
Counsel
Romeinse straat 12, box 2
3001 Leuven, Belgium
+32
16 39 7937
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
With copies to:
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Michael J. Willisch
Davis Polk & Wardwell LLP
Paseo de la Castellana, 41
28046 Madrid, Spain
+34-91-768-9610
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☐ Check the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
This Amendment No. 6 to Schedule
14D-9
(this
Amendment
) amends and supplements the Solicitation/Recommendation Statement on Schedule
14D-9
originally filed with the United States Securities and Exchange Commission (the
SEC
) on April 30, 2018 (together with the Exhibits and the Annex thereto and as amended or supplemented hereby and from time to time, the
Schedule
14D-9
) by TiGenix,
a public limited liability company incorporated in the form of a
naamloze vennootschap
/
soci
é
t
é
anonyme
under Belgian law (the
Company
or
TiGenix
). The
Schedule
14D-9
relates to a tender offer by Takeda Pharmaceutical Company Limited, a company incorporated under the laws of Japan (the
Offeror
or
Takeda
), to purchase
(i) up to 100% of the issued and outstanding ordinary shares with no nominal value of the Company (collectively the
Shares
and each a
Share
) that are held by U.S. holders (as that term is
defined under instruction 2 to paragraphs (c) and (d) of Rule
14d-1
under the United States Securities Exchange Act of 1934, as amended), that are not yet owned by the Offeror and its affiliates, and
(ii) up to 100% of the outstanding American Depositary Shares of the Company, issued by Deutsche Bank Trust Company Americas acting as depositary, each representing 20 Shares (collectively the
ADSs
and each an
ADS
) from all holders, wherever located, that are not yet owned by the Offeror and its affiliates, for 1.78 per Share, and 35.60 per ADS, payable in the equivalent amount of U.S. dollars for each outstanding ADS
determined in the manner described in
Section
2. Acceptance for Payment and Payment for Ordinary Shares and ADSs
of the U.S. Offer to Purchase (as defined below), in each case, in cash, without interest, upon
the terms and subject to the conditions set forth in the U.S. Offer to Purchase, dated April 30, 2018 (as amended or supplemented from time to time, the
U.S. Offer to Purchase
), and in the related Share Acceptance Letter, the
ADS Letter of Transmittal and the Share Withdrawal Letter, as applicable, contained in the Tender Offer Statement on Schedule TO, dated April 30, 2018 and filed by the Offeror with the SEC on April 30, 2018, as amended or supplemented from
time to time.
Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in the
Schedule
14D-9.
Except as set forth below, the information set forth in the Schedule
14D-9
remains unchanged and is incorporated herein by reference as relevant to the
items in this Amendment.
Item 8. Additional Information.
The disclosure in
Item 8. Additional Information.
of the Schedule
14D-9
is hereby
amended and supplemented by adding the following disclosure at the end of such Item:
(g) Changes in the Board of Directors and
Management of the Company.
On June 13, 2018, the Company announced that Eduardo Bravo would no longer be a member of the Board of
Directors and the Chief Executive Officer of the Company, and resign from all his positions with the Company, effective June 15, 2018. In connection with his departure, Eduardo Bravo is receiving the separation payments under his services
agreement with TiGenix SAU set forth in
Item 3. Past Contracts, Transactions, Negotiations and Agreements.(b) Arrangements with Executive Officers and Directors of the Company.Company Executive Officer Termination
Payments
of this Statement. Concurrently, the Company announced that effective June 15, 2018, Eduardo Bravo will be succeeded as a member of the Board of Directors by Sebastian Wehle, whose appointment will be subject to confirmation
by the next shareholders meeting of the Company. Sebastian Wehle will also be in charge of the daily management of the Company together with Claudia DAugusta (Chief Financial Officer of the Company).
Item 9. Exhibits
The following exhibit is hereby added to the list of exhibits, immediately following Exhibit No. (a)(1)(AG) Notice publishing the
results of the Initial Acceptance Period and the commencement of the Second Acceptance Period, as published in the New York Times, dated June 6, 2018 (incorporated by reference to Exhibit (a)(1)(xxiv) of the Schedule TO filed by the Offeror on
June 6, 2018).:
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Exhibit No.
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Description
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(a)(1)(AH)
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Press Release issued by the Company on June 13, 2018 (incorporated by reference to the current report under cover of the Form
6-K
filed by the Company on June 13, 2018).
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1
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and
correct.
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TIGENIX
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By:
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/s/ Eduardo Bravo
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Name:
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Eduardo Bravo
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Title:
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Chief Executive Officer
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Dated: June 13, 2018
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