PRESS
RELEASE
Takeda Completes
its Acquisition of TiGenix Following Expiration of
the
Squeeze-out Period
-
TiGenix becomes a wholly owned subsidiary of
Takeda
-
Ordinary Shares have been delisted from Euronext
Brussels
-
The ADSs have been delisted from Nasdaq and
TiGenix plans to terminate the ADS Facility and suspend its U.S.
reporting obligations
Osaka, Japan and Leuven, Belgium, July 31, 2018, 8 a.m. CEST - Takeda Pharmaceutical
Company Limited (TSE: 4502) ("Takeda") and TiGenix NV ("TiGenix")
today announced that Takeda has acquired all outstanding ordinary
shares ("Ordinary Shares") (including Ordinary Shares represented
by American Depositary Shares ("ADSs")) and warrants ("Warrants",
and together with the Ordinary Shares and the ADSs, the
"Securities") of TiGenix following the expiration of the
squeeze-out period.
The squeeze-out period commenced
on July 6, 2018 and expired as scheduled on July 26, 2018. Takeda
confirmed that, upon expiration of the squeeze-out period, a total
of 9,532,694 Ordinary Shares (including 59,800 Ordinary Shares
represented by ADSs) and a total of 22,500 Warrants of TiGenix had
been tendered into the squeeze-out and not withdrawn. Payment for
these Securities is expected to commence on August 1, 2018.
Ordinary Shares (including
Ordinary Shares represented by ADSs) and Warrants not tendered
during the squeeze-out period are deemed transferred to Takeda by
operation of Belgian law as of the end of the squeeze-out period.
The funds necessary to pay for untendered Ordinary Shares and
Warrants will be deposited with the Belgian Bank for Official
Deposits (Deposito- en Consignatiekas/Caisse des
Dépôts et Consignations) in favor of the former holders of
Ordinary Shares and Warrants who did not previously tender their
Securities into the squeeze-out. These holders retain the right to
receive EUR 1.78 per Ordinary Share and a price per Warrant
depending on the strike price and maturity of each such Warrant. In
order to receive these amounts, they must contact the Belgian Bank
for Official Deposits, where the funds will remain available for a
period of thirty years. Holders of ADSs who did not previously
tender into the U.S. Offer prior to the end of the squeeze-out
period will receive the Offer Price (as defined in the Tender Offer
Statement on Schedule TO filed by Takeda with the SEC on April 30,
2018, as amended from time to time, the "Schedule TO"), without
interest, payable in U.S. dollars upon the terms and subject to the
conditions set forth in the Schedule TO.
On July 27, 2018, TiGenix's
Ordinary Shares were delisted from Euronext Brussels.
Delisting of the
ADSs from Nasdaq and TiGenix's intention to terminate the ADS
Facility and suspend its U.S. reporting obligations.
TiGenix filed a Form 25 with the U.S. Securities and Exchange
Commission (the "SEC") on July 16, 2018, to effect the delisting
from the Nasdaq Global Select Market ("Nasdaq") and the withdrawal
from registration under Section 12(b) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). On July 26, 2018, the
ADSs were delisted from Nasdaq. As previously disclosed, TiGenix
intends to terminate the existing deposit agreement among TiGenix,
Deutsche Bank Trust Company Americas and holders of the ADSs (the
"ADS Facility"). TiGenix also intends to file a Form 15 with the
SEC to deregister with the SEC and suspend TiGenix's U.S. reporting
obligations.
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 termination of the ADS Facility, deregistration and
suspension 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
+44 20
3709 5700
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 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 deregistration and suspension 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.
Important
Additional Information for U.S. Investors
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. The U.S. Offer was
made pursuant to an offer to purchase and related materials. Takeda
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 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. You may obtain a free copy of these
documents and other documents at the SEC's website at www.sec.gov.
You 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. 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.
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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