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. 9
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:
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.
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This Amendment No. 9 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 2. Identity and Background of Filing Person
The disclosure in
Item 2. Identity and Background of Filing Person(b) Tender Offer.
of the Schedule
14D-9
is hereby amended and supplemented by adding the following paragraphs after the last paragraph of such section:
The Second Acceptance Period of the Belgian Offer and the U.S. Offer expired as scheduled on July 3, 2018. As of July 3, 2018,
a total of 272,439,858 Shares (including 20,738,900 Shares represented by ADSs) and a total of 12,212,006 Warrants had been validly tendered into the Offers and not withdrawn. As a result, taking into account all Securities owned by the Offeror and
its affiliates (including Shares issued on July 2, 2018 as a result of the exercise of Warrants by the Offeror), following settlement of the Securities tendered in the Second Acceptance Period, the Offeror will hold 96.08% of all Shares
(including Shares represented by ADSs) and will have acquired 95.76% of the Shares that were the subject of the Offers. Payment for the Shares, Warrants and ADSs validly tendered and not withdrawn in the Second Acceptance Period is currently
expected to commence on July 10, 2018.
The conditions for the
Squeeze-Out,
in accordance
with articles 42 and 43 of the Belgian Royal Decree of 27 April 2007 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, the
Offeror will own more than 95% of the outstanding Shares (including Shares represented by ADSs) and will have acquired more than 90% of the Shares that were the subject of the Offers.
The
Squeeze-Out
Period for the Belgian Offer and the U.S. Offer has commenced today, July 6,
2018, at 9:00 a.m. CEST, and 9:00 a.m. EDT, respectively. Holders of Shares, Warrants and ADSs may tender their Shares, Warrants and ADSs into the U.S. Offer during the
Squeeze-Out
Period, on the terms and
conditions as set forth in the U.S. Offer to Purchase, the related Share Acceptance Letter, the related ADS Letter of Transmittal and the related Share Withdrawal Letter.
The
Squeeze-Out
Period and the related withdrawal rights for the Belgian Offer and the U.S. Offer will
expire on July 26, 2018 at 4:00 p.m., CEST, and 10:00 a.m., EDT, respectively. The results of the
Squeeze-Out
Period are expected to be published in the U.S. on July 31, 2018 via press release and an
amendment to the Tender Offer Statement on Schedule TO. Payment for the Securities validly tendered and not withdrawn in the
Squeeze-Out
Period is currently scheduled for July 31, 2018.
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Any Shares (including Shares represented by ADSs) not tendered during the
Squeeze-Out
Period (including Shares and ADSs withdrawn and not properly
re-tendered)
will be transferred to the Offeror by operation of Belgian law for the Offer Price at the
end of the
Squeeze-Out
Period. The funds necessary to pay for the Offer Price of such untendered Shares will be deposited with the Belgian Bank for Official Deposits (
Deposito- en Consignatiekas / Caisse
des dépôts et consignations
) in favor of the holders of Shares (including Shares represented by ADSs) who did not previously tender into the
Squeeze-Out.
Following the
Squeeze-Out,
the Company will become a wholly owned subsidiary of the Offeror and the
Shares will be automatically delisted from Euronext Brussels. The Company also intends to delist the ADSs from the Nasdaq Global Select Market, terminate the ADS facility and terminate its U.S. reporting obligations.
Item 9. Exhibits
The following exhibit is hereby added to the list of exhibits, immediately following Exhibit No. (a)(1)(AI) Q&A in respect of
Offerors intention to acquire the Company, dated June 20, 2018 (incorporated by reference to the current report under cover of the Form
6-K
(Film No. 18909432) filed by the Company on
June 20, 2018).:
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Exhibit No.
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Description
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(a)(1)(AJ)
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Press Release issued by the Offeror and the Company on July 6, 2018, announcing the results of the Second Acceptance Period and the commencement of the
Squeeze-Out
Period and the
Companys intention to delist the ADSs from Nasdaq, terminate the ADS facility and terminate the Companys U.S. reporting obligations (incorporated by reference to the current report under cover of the Form 6-K filed by the Company on July
6, 2018).
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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/ Claudia DAugusta
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Name: Claudia DAugusta
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Title: General Manager
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Dated: July 6, 2018
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