PRESS
RELEASE
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
-
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.
Osaka, Japan and Leuven, Belgium, July 6, 2018, 7 a.m. CEST - 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.
# # #
Media Contacts -
Takeda:
Kazumi Kobayashi
Media in Japan
T: +81 3 3278 2095
kazumi.kobayashi@takeda.com
Luke Willats
Media outside of Japan
T: +41 44 555 1145
luke.willats@takeda.com
Media Contacts -
TiGenix:
Claudia
Jiménez
Senior Director, Investor Relations and
Communications
T: +34 91 804
9264
claudia.jimenez@tigenix.com
Media enquiries
Consilium Strategic Communications
T: +44 20 3709 5700
tigenix@consilium-comms.com
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.
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: TiGenix via Globenewswire
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