Publication date: 05/01/2018
TiGenix NV ("TiGenix") (Euronext Brussels and NASDAQ: "TIG"), an advanced biopharmaceutical company focused on exploiting the antiinflammatory properties of allogeneic, or donor-derived, stem cells to develop novel therapies for serious medical conditions, today confirms that Takeda Pharmaceutical Company Limited ("Takeda") has announced its intention to launch a voluntary conditional takeover bid on TiGenix.
Takeda intends to acquire 100% of the securities with voting rights or giving access to voting rights of TiGenix not already owned by Takeda or affiliates at a price of EUR 1.78 per share in cash and an equivalent price in cash per American Depositary Share, warrant and convertible bond.
Takeda intends to launch the proposed takeover bid shortly after the approval of the bid prospectus and the response memorandum by the Belgian Financial Services and Markets Authority ("FSMA"). The bid will be subject to Takeda and its affiliates owning at least 85% of the securities of TiGenix with voting rights or giving access to voting rights on a fully diluted basis, as well as the following conditions precedent: the absence of a material adverse effect occurring after the date of this announcement, Cx601 obtaining European Medicines Agency approval and expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in the U.S. The European Medicines Agency approval for Cx601 is expected during the first half of 2018.
Consistent with its fiduciary duties and subject to review of the final bid prospectus, the bid is unanimously supported by TiGenix’ board of directors, who will provide its formal response to the proposed takeover bid in a response memorandum which it will issue in due course in accordance with the applicable legal provisions. Takeda and TiGenix entered into an offer and support agreement confirming TiGenix' support and the terms and conditions of the bid set forth in the press release of Takeda. Cowen and Company, LLC served as financial advisor to TiGenix.
Gri-Cel S.A., holding 32,238,178 TiGenix shares, and its affiliate Grifols Worldwide Operations Ltd., holding 7,189,800 TiGenix shares held in the form of American Depositary Shares, have irrevocably confirmed that they will tender their shares and American Depositary Shares held in TiGenix into the potential public takeover bid.
For further information on the terms and conditions of the proposed takeover bid by Takeda, reference is made to the Takeda press release attached as Annex 1.
“We believe the intended takeover bid of Takeda is a positive step for TiGenix’ security holders and reflects the true value of our dedication to patients over the last few years. We believe that TiGenix’s expertise would help accelerate Takeda’s ambition to develop novel stem cell therapies,” said Eduardo Bravo, CEO of TiGenix. “Takeda is a patient centric company that offers the best capabilities and resources to ensure access to Cx601 to patients worldwide.”
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 donorderived, expanded stem cells.
TiGenix´ lead product, Cx601, has successfully completed a European Phase III clinical trial for the treatment of complex perianal fistulas - a severe, debilitating complication of Crohn’s disease. Cx601 has been filed for regulatory approval in Europe and a global Phase III trial intended to support a future U.S. Biologic License Application (BLA) started in 2017. TiGenix has entered into a licensing agreement with Takeda, a global pharmaceutical company active in gastroenterology, under which Takeda acquired the exclusive right to develop and commercialize Cx601 for complex perianal fistulas outside the U.S. TiGenix’ second adipose-derived product, Cx611, is undergoing a Phase Ib/IIa trial in severe sepsis – a major cause of mortality in the developed world. Finally, AlloCSC-01, targeting acute ischemic heart disease, has demonstrated positive results in a Phase I/II trial in acute myocardial infarction (AMI). 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.