- The number of Securities tendered into
the Bid, together with all Securities owned by Takeda and its
affiliates, represents or gives access to 96.03% of the voting
rights represented or given access to by all of the outstanding
Securities on a fully diluted basis.
- Following settlement of the Securities,
Takeda will own 96.08% of the outstanding Ordinary Shares
(including Ordinary Shares represented by ADSs) and will have
acquired 95.76% of the Ordinary Shares that were the subject of the
Bid. The conditions for a simplified squeeze-out under Belgian law
have therefore been met.
- The squeeze-out period will commence
today, July 6, 2018, and will expire on July 26, 2018.
- Following the squeeze-out, TiGenix will
become a wholly owned subsidiary of Takeda and the Ordinary Shares
will be automatically delisted from Euronext Brussels. TiGenix
intends to effect the delisting of the ADSs from Nasdaq, terminate
the ADS Facility and terminate TiGenix’s U.S. reporting
obligations.
Takeda Pharmaceutical Company Limited (TSE: 4502):
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20180705005656/en/
Takeda and TiGenix Announce Results of
Second Acceptance Period for the Voluntary and Conditional Public
Takeover Bid in respect of TiGenix and Commencement of Simplified
Squeeze-out and Intention to Delist the ADSs from Nasdaq, Terminate
the ADS Facility and Terminate TiGenix’s U.S. Reporting
Obligations
Takeda Pharmaceutical Company Limited (TSE: 4502) (“Takeda”) and
TiGenix NV (Euronext Brussels and Nasdaq: TIG) (“TiGenix”) today
announced the results of the second acceptance period of Takeda’s
previously announced tender offer (the “Bid”) in cash for all
outstanding ordinary shares (“Ordinary Shares”), warrants
(“Warrants”) and American Depositary Shares (“ADSs,” and together
with the Ordinary Shares and the Warrants, the “Securities”) of
TiGenix that are not yet owned by Takeda and its affiliates, which
expired as scheduled on July 3, 2018, at 4 p.m. CEST/10 a.m.
EDT.
The Bid, which was made pursuant to the offer and support
agreement entered into between Takeda and TiGenix on January 5,
2018 (the “Offer and Support Agreement”), is comprised of two
separate offers – (i) an offer to all holders of Ordinary Shares
and Warrants in accordance with the applicable law in Belgium (the
“Belgian Offer”) and (ii) an offer to holders of Ordinary Shares
who are resident in the U.S. in accordance with applicable U.S. law
and to holders of ADSs wherever located (the “U.S. Offer”).
Takeda confirmed that, as of the expiration of the second
acceptance period on July 3, 2018, a total of 272,439,858 Ordinary
Shares (including 20,738,900 Ordinary Shares represented by ADSs)
and a total of 12,212,006 Warrants had been validly tendered into
the Bid and not withdrawn. As a result, taking into account all
Securities owned by Takeda and its affiliates (including Ordinary
Shares issued on July 2, 2018 as a result of the exercise of
Warrants by Takeda), following settlement of the Securities
tendered in the second acceptance period, Takeda will hold 96.08%
of all Ordinary Shares (including Ordinary Shares represented by
ADSs) and will have acquired 95.76% of the Ordinary Shares that
were the subject of the Bid. Payment for the Ordinary Shares,
Warrants and ADSs validly tendered and not withdrawn in the second
acceptance period is currently expected to commence on July 10,
2018.
Takeda confirms that the conditions for a simplified
squeeze-out, in accordance with articles 42 and 43 of the Belgian
Royal Decree on Public Takeover Bids and article 513 of the Belgian
Companies Code, have been met as, following settlement of the
Securities tendered in the second acceptance period, Takeda will
own more than 95% of the outstanding Ordinary Shares (including
Ordinary Shares represented by ADSs) and will have acquired more
than 90% of the Ordinary Shares that were the subject of the
Bid.
The squeeze-out period for the Belgian Offer and the U.S. Offer
will commence today, July 6, 2018, at 9 a.m. CEST, and 9 a.m. EDT,
respectively, and is scheduled to expire on July 26, 2018, at 4
p.m. CEST, and 10 a.m. EDT, respectively. The results of the
squeeze-out period are expected to be published on July 31, 2018.
Payment for the Securities validly tendered and not withdrawn in
the squeeze-out period is currently scheduled for July 31,
2018.
During the squeeze-out period, holders of Ordinary Shares,
Warrants and ADSs can tender their Securities in the Bid by
following the instructions set out in the prospectus or the tender
offer statement on Schedule TO, as applicable to them.
Ordinary Shares (including Ordinary Shares represented by ADSs)
and Warrants not tendered into the squeeze-out will be deemed
transferred to Takeda by operation of Belgian law at the end of the
squeeze-out period. The funds necessary to pay for untendered
Ordinary Shares (including Ordinary Shares represented by ADSs) and
Warrants will be deposited with the Belgian Bank for Official
Deposits (Deposito- en Consignatiekas / Caisse des Dépôts et
Consignations) in favor of the holders of Ordinary Shares and
Warrants who did not previously tender into the squeeze-out.
Following the squeeze-out, TiGenix will become a wholly owned
subsidiary of Takeda and the Ordinary Shares will be automatically
delisted from Euronext Brussels. As further described below,
TiGenix also intends to delist the ADSs from the Nasdaq Global
Select Market (“Nasdaq”), terminate the ADS Facility and terminate
its U.S. reporting obligations.
“Takeda and TiGenix are pleased to announce the successful
progression of this transaction as we move forward with the
integration of the two companies,” said Asit Parikh, Head of
Takeda’s Gastroenterology Therapeutic Area Unit. “We are excited
about our future together, as well as the benefit we can provide to
patients with GI disorders. As we look ahead, we are aiming to be
fully integrated by the end of our fiscal year to ensure we can
continue to build on the value we’re providing to those with GI
disorders as quickly and efficiently as possible.”
TiGenix’s intention to delist the ADSs from Nasdaq, terminate
the ADS Facility and terminate its U.S. reporting
obligations.
TiGenix is notifying The Nasdaq Stock Market today of its
determination to withdraw the ADSs from listing on Nasdaq and to
withdraw the registration of the Ordinary Shares under Section
12(b) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). TiGenix’s board of directors (the “Board of
Directors”) intends to cause TiGenix to file a Form 25 with the
U.S. Securities and Exchange Commission (the “SEC”) on or about
July 16, 2018, to effect the delisting and withdrawal from
registration under Section 12(b) of the Exchange Act. TiGenix
expects the Form 25 to become effective 10 days after it is filed,
unless TiGenix withdraws it or the SEC postpones its effectiveness,
at which point the ADSs will no longer trade on Nasdaq. Once the
Form 25 becomes effective, the Board of Directors intends to cause
TiGenix to request the termination of the existing deposit
agreement among TiGenix, Deutsche Bank Trust Company Americas and
holders of the ADSs (the “ADS Facility”). The Board of Directors
also intends to cause TiGenix to file a Form 15F with the SEC to
deregister with the SEC and terminate TiGenix’s U.S. reporting
obligations once the Board of Directors confirms that the
applicable conditions to do so are met.
Subject to compliance with applicable regulations, the Board of
Directors has determined to withdraw the ADSs from listing on
Nasdaq, to terminate the ADS Facility and to withdraw the
registration of the Ordinary Shares under the Exchange Act based on
the fact that following consummation of the squeeze-out, TiGenix
will be wholly owned by Takeda.
TiGenix has not arranged for the listing of ADSs on any other
national securities exchange and has not made any arrangements for
the quotation of ADSs in a quotation medium (as defined under
applicable SEC rules and regulations).
TiGenix reserves the right, for any reason, to delay the filings
mentioned herein, to withdraw them prior to effectiveness, and to
otherwise change its plans in respect of delisting, termination of
the ADS Facility, deregistration and termination of its U.S.
reporting obligations.
Takeda’s Commitment to Gastroenterology
Gastrointestinal (GI) diseases can be complex, debilitating and
life-changing. Recognizing this unmet need, Takeda and our
collaboration partners have focused on improving the lives of
patients through the delivery of innovative medicines and dedicated
patient disease support programs for over 25 years. Takeda aspires
to advance how patients manage their disease. Additionally, Takeda
is leading in areas of gastroenterology associated with high unmet
need, such as inflammatory bowel disease, acid-related diseases and
motility disorders. Our GI research & development team is also
exploring solutions in celiac disease, advanced liver disease and
microbiome therapies.
About Takeda Pharmaceutical Company Limited
Takeda Pharmaceutical Company Limited (TSE: 4502) is a global,
research and development-driven pharmaceutical company committed to
bringing better health and a brighter future to patients by
translating science into life-changing medicines. Takeda focuses
its R&D efforts on oncology, gastroenterology and neuroscience
therapeutic areas plus vaccines. Takeda conducts R&D both
internally and with partners to stay at the leading edge of
innovation. Innovative products, especially in oncology and
gastroenterology, as well as Takeda’s presence in emerging markets,
are currently fueling the growth of Takeda. Approximately 30,000
Takeda employees are committed to improving quality of life for
patients, working with Takeda’s partners in health care in more
than 70 countries. For more information, visit
https://www.takeda.com/newsroom/.
About TiGenix
TiGenix NV (Euronext Brussels and NASDAQ: TIG) is an advanced
biopharmaceutical company developing novel therapies for serious
medical conditions by exploiting the anti-inflammatory properties
of allogeneic, or donor-derived, stem cells. TiGenix is
headquartered in Leuven (Belgium) and has operations in Madrid
(Spain) and Cambridge, MA (USA). For more information, please visit
http://www.tigenix.com.
Forward-looking information
This press release may contain forward-looking statements and
estimates with respect to the anticipated future performance of
TiGenix and the market in which it operates, statements regarding
the expected consummation of the tender offer and statements
regarding the expected timeline for TiGenix’s filing of the Form
25, the delisting of the ADSs from the Nasdaq Global Select Market
and TiGenix’s deregistration and termination of U.S. reporting
obligations, which involves a number of risks and uncertainties,
including the possibility that the transaction will not be
completed, the impact of general economic, industry, market or
political conditions, and the other risks and uncertainties
discussed in TiGenix’s public filings with the SEC, including the
“Risk Factors” section of TiGenix’s Form 20-F filed on April 16,
2018, as well as the tender offer documents filed by Takeda on
April 30, 2018, as amended or supplemented from time to time, and
the solicitation/recommendation statement filed by TiGenix on April
30, 2018, as amended or supplemented from time to time. Certain of
these statements, forecasts and estimates can be recognized by the
use of words such as, without limitation, “believes”,
“anticipates”, “expects”, “intends”, “plans”, “seeks”, “estimates”,
“may”, “will” and “continue” and similar expressions. They include
all matters that are not historical facts. Such statements,
forecasts and estimates are based on various assumptions and
assessments of known and unknown risks, uncertainties and other
factors, which were deemed reasonable when made but may or may not
prove to be correct. Actual events are difficult to predict and may
depend upon factors that are beyond TiGenix’s control. Therefore,
actual results, the financial condition, performance, timing or
achievements of TiGenix, or industry results, may turn out to be
materially different from any future results, performance or
achievements expressed or implied by such statements, forecasts and
estimates. Given these uncertainties, no representations are made
as to the accuracy or fairness of such forward-looking statements,
forecasts and estimates. Furthermore, forward-looking statements,
forecasts and estimates only speak as of the date of the
publication of this press release. Takeda and TiGenix disclaim any
obligation to update any such forward-looking statement, forecast
or estimates to reflect any change in TiGenix’s expectations with
regard thereto, or any change in events, conditions or
circumstances on which any such statement, forecast or estimate is
based, except to the extent required by Belgian law.
This communication constitutes communication within the scope of
article 31 and 33 of the Belgian Law of April 1, 2007 on public
takeover bids.
Prospectus and Response Memorandum
The prospectus and the response memorandum have been approved by
the Financial Services and Markets Authority on April 24, 2018. The
prospectus (including the acceptance form and the response
memorandum) is available free of charge by calling +32 (0)2 433 41
13. An electronic version of the prospectus (including the
acceptance form and the response memorandum) is also available on
the websites of BNP Paribas Fortis SA/NV
(www.bnpparibasfortis.be/epargneretplacer (French and English) and
www.bnpparibasfortis.be/sparenenbeleggen (Dutch and English)),
Takeda (http://www.takeda.com/newsroom) and TiGenix
(http://tigenix.com/takeda-takeover-bid).
Important Additional Information for U.S. Investors
The tender offer for the Ordinary Shares, Warrants and ADSs has
commenced. This communication is for informational purposes only
and is neither a recommendation, an offer to purchase nor a
solicitation of an offer to sell any securities of TiGenix.
Security holders of TiGenix are urged to read the offer
documents which are available at www.sec.gov. The U.S. Offer is
being made pursuant to an offer to purchase and related materials.
Takeda has filed a tender offer statement on Schedule TO with the
SEC with respect to the U.S. Offer on April 30, 2018, as amended or
supplemented from time to time. TiGenix has filed a
solicitation/recommendation statement on Schedule 14D-9 with the
SEC with respect to the U.S. Offer on April 30, 2018, as amended or
supplemented from time to time.
Holders of ADSs and Ordinary Shares subject to the U.S. Offer
who wish to participate in the U.S. Offer, are urged to carefully
review the documents relating to the U.S. Offer that has been filed
by Takeda with the SEC, as amended or supplemented from time to
time, since these documents contain important information,
including the terms and conditions of the U.S. Offer. Holders of
ADSs and Ordinary Shares subject to the U.S. Offer who wish to
participate in the U.S. Offer, are also urged to read the related
solicitation/recommendation statement on Schedule 14D-9 relating to
the U.S. Offer that has been filed with the SEC by TiGenix, as
amended or supplemented from time to time, since it contains
important information. You may obtain a free copy of these
documents and other documents at the SEC’s website at www.sec.gov.
Investors and security holders may also obtain free copies of the
solicitation/recommendation statement on Schedule 14D-9, as amended
or supplemented from time to time, and other documents filed with
the SEC by TiGenix at www.tigenix.com. The Schedule TO, including
the offer to purchase and related materials, and the Schedule
14D-9, including the solicitation/recommendation statement, may
also be obtained for free by contacting Georgeson LLC, the
information agent for the tender offer, at +1 866 391
6921/tig-offer@georgeson.com. In addition to the offer and certain
other tender offer documents, as well as the
solicitation/recommendation statement, TiGenix files reports and
other information with the SEC. You may read and copy any reports
or other information filed by TiGenix at the SEC Public Reference
Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 for further information on the Public
Reference Room. TiGenix’s filings at the SEC are also available to
the public from commercial document-retrieval services and at the
website maintained by the SEC at www.sec.gov.
YOU SHOULD READ THE FILINGS MADE BY TAKEDA AND TIGENIX WITH
THE SEC CAREFULLY BEFORE MAKING A DECISION CONCERNING THE U.S.
OFFER.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20180705005656/en/
Media Contacts – Takeda:Kazumi KobayashiMedia in JapanT:
+81 3 3278 2095kazumi.kobayashi@takeda.comorLuke WillatsMedia
outside of JapanT: +41 44 555 1145luke.willats@takeda.comorMedia
Contacts – TiGenix:Claudia JiménezSenior Director, Investor
Relations and CommunicationsT: +34 91 804
9264claudia.jimenez@tigenix.comorMedia enquiriesConsilium Strategic
CommunicationsT: +44 20 3709 5700tigenix@consilium-comms.com
Trean Insurance (NASDAQ:TIG)
Historical Stock Chart
From Jun 2024 to Jul 2024
Trean Insurance (NASDAQ:TIG)
Historical Stock Chart
From Jul 2023 to Jul 2024