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into the squeeze-out and not withdrawn.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 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 Enquiries: Consilium Strategic Communications+44 20
3709 5700
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 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 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.
InvestorsThis 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.
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