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 KobayashiMedia in JapanT:
+81 3 3278 2095kazumi.kobayashi@takeda.com
Luke WillatsMedia outside of JapanT: +41 44 555
1145luke.willats@takeda.com
Media Contacts - TiGenix:Claudia
Jiménez
Senior Director, Investor Relations and
Communications
T: +34 91 804
9264
claudia.jimenez@tigenix.com
Media enquiriesConsilium Strategic CommunicationsT: +44 20 3709
5700tigenix@consilium-comms.com
Takeda's Commitment to
GastroenterologyGastrointestinal (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 LimitedTakeda
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 informationThis 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 MemorandumThe 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. InvestorsThe
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.
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