Publication date: 06/06/2018
Takeda Pharmaceutical Company Limited (TSE: 4502) ("Takeda") and TiGenix NV (Euronext Brussels and Nasdaq: TIG) ("TiGenix") today announced the results of the first acceptance period of Takeda's previously announced tender offer (the "Bid") in cash for all outstanding ordinary shares ("Ordinary Shares"), warrants ("Warrants") and American Depositary Shares ("ADSs," and together with the Ordinary Shares and the Warrants, the "Securities") of TiGenix that are not yet owned by Takeda and its affiliates, which expired as scheduled on May 31, 2018, at 4 p.m. CEST/10 a.m. EDT.
The Bid, which is being made pursuant to the offer and support agreement entered into between Takeda and TiGenix on January 5, 2018 (the "Offer and Support Agreement"), is comprised of two separate offers - (i) an offer to all holders of Ordinary Shares and Warrants in accordance with the applicable law in Belgium (the "Belgian Offer") and (ii) an offer to holders of Ordinary Shares who are resident in the U.S. in accordance with applicable U.S. law and to holders of ADSs wherever located (the "U.S. Offer").
Takeda confirmed that, as of the expiration of the first acceptance period on May 31, 2018, a total of 256,657,251 Ordinary Shares (including 20,621,280 Ordinary Shares represented by ADSs) and a total of 11,941,130 Warrants had been validly tendered into the Bid and not withdrawn. As a result, taking into account all Securities owned by Takeda and its affiliates, following settlement of the Securities tendered in the first acceptance period, Takeda will hold 90.62% of all Ordinary Shares (including Ordinary Shares represented by ADSs) and 90.83% of the voting rights represented or given access to by all the Ordinary Shares, Warrants and ADSs on a fully diluted basis as of the expiration of the first acceptance period. Takeda further confirmed that the conditions for completion of the Bid have been satisfied. Payment for the Ordinary Shares, Warrants and ADSs validly tendered and not withdrawn in the first acceptance period is currently expected to commence on June 8, 2018.
"Takeda and TiGenix share a common mission of advancing innovative therapies to improve the lives of patients with gastrointestinal disorders, and we are pleased to welcome TiGenix to Takeda with the close of this deal," said Asit Parikh, Head of Takeda's Gastroenterology Therapeutic Area Unit. "This is an exciting step forward as we expand our global, late-stage GI pipeline and strengthen our presence in the U.S. specialty care market. This deal is the extension of a successful partnership, and we look forward to expanding on TiGenix's expertise in stem cells to bring new treatments to patients."
"We are very pleased with the successful result of the first acceptance period for the takeover bid from Takeda," said Eduardo Bravo, CEO of TiGenix. "We believe this is a positive step for TiGenix' security holders and reflects the true value of our dedication to patients over the last few years. TiGenix' expertise can help Takeda accelerate its ambition to develop novel stem cell therapies. As a patient-centric company, we are confident that Takeda has the best capabilities and resources to ensure access to these novel therapies for patients worldwide."
Opening of the second acceptance period
Takeda is required under article 35, 1° of the Belgian Royal Decree on Public Takeover Bids (and the Offer and Support Agreement) to provide for a second acceptance period during which holders of Securities not previously tendered into the Bid prior to the expiration of the first acceptance period may tender their Securities into the Bid.
The second acceptance period for the Belgian Offer will commence on June 20, 2018, at 9 a.m. CEST, and the second acceptance period for the U.S. Offer will commence today, June 6, 2018, at 9 a.m. EDT and is scheduled to expire for both the Belgian Offer and the U.S. Offer, subject to any extension, on July 3, 2018, at 4 p.m. CEST/10 a.m. EDT, respectively. The results of the second acceptance period are expected to be published on July 6, 2018. Payment for the Ordinary Shares, Warrants and ADSs validly tendered and not withdrawn in the second acceptance period is currently expected to commence on July 10, 2018.
During the second acceptance period, holders of Ordinary Shares, Warrants and ADSs can tender their Securities in the Bid by following the instructions set out in the prospectus or the tender offer statement on Schedule TO, as applicable to them.
Squeeze-out and delisting
Following expiration of the second acceptance period, Takeda intends to launch a simplified squeeze-out in accordance with articles 42 and 43 of the Belgian Royal Decree on Public Takeover Bids and article 513 of the Belgian Companies Code, if the conditions for such squeeze-out are met. Following the squeeze-out, TiGenix will become a wholly owned subsidiary of Takeda, the Ordinary Shares will be automatically delisted from Euronext Brussels and Takeda intends to effect the delisting of the ADSs from the Nasdaq Global Select Market. If the conditions for a squeeze-out are not met, Takeda nonetheless intends to effect the delisting of the Ordinary Shares from Euronext Brussels and the delisting of the ADSs from the Nasdaq Global Select Market, as permitted by law and applicable regulations.
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/.
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 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.