This Amendment No. 9 (this Amendment) further amends and supplements the Tender Offer
Statement on Schedule TO filed with the Securities and Exchange Commission on April 30, 2018 (together with Amendment No. 1 filed on May 11, 2018, Amendment No. 2 filed on May 18, 2018, Amendment No. 3 filed on May 23, 2018, Amendment No. 4 filed on
May 31, 2018, Amendment No. 5 filed on June 6, 2018, Amendment No. 6 filed on July 3, 2018, Amendment No. 7 filed on July 6, 2018 and Amendment No. 8 filed on July 26, 2018, this Schedule TO) by Takeda Pharmaceutical Company Limited, a
company organized under the laws of Japan (Takeda) relating to the offer by Takeda to purchase up to 100% of the issued and outstanding ordinary shares (Ordinary Shares) of TiGenix NV, a public limited liability company
(
naamloze vennootschap / société anonyme
) incorporated and existing under the laws of Belgium (TiGenix) from U.S. holders (within the meaning of instruction 2 to paragraphs (c) and (d) of Rule 14d-1(d)
under the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act)), and up to 100% of the Ordinary Shares represented by American Depositary Shares of TiGenix (each, an ADS and collectively, ADSs) from
all holders, wherever located, at a price of 1.78 per Ordinary Share and 35.60 per ADS (with each ADS representing twenty (20) Ordinary Shares), in cash, without interest.
This Amendment is being filed on behalf of Takeda. All capitalized terms used in this Amendment and not otherwise defined have the respective meanings
ascribed to them in the Schedule TO. Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. This
Amendment should be read together with the Schedule TO.
Items 1 through 9 and Item 11.
The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in
the Offer to Purchase, are hereby amended and supplemented as set forth below:
The Squeeze-Out Period and the related withdrawal rights for the
Belgian Offer and the U.S. Offer expired as scheduled on July 26, 2018 at 4:00 p.m., CEST, and 10:00 a.m., EDT, respectively. 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.
As previously disclosed, 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 for the Offer Price as of the end of the Squeeze-Out Period. The funds necessary to pay for such 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 1.78 per Ordinary Share and a price per Warrant depending on the strike price and maturity date 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 (30) 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,
without interest, payable in U.S. dollars upon the terms and subject to the conditions set forth in the Schedule TO.
On July 26, 2018, the ADSs were
delisted from Nasdaq and on July 27, 2018, the Ordinary Shares were automatically delisted from Euronext Brussels.
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