Exit: 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

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Shares represented by ADSs) and a total of 22,500 Warrants of TiGenix had been tendered into the squeeze-out and not withdrawn.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.

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Media Contacts – Takeda:
Kazumi Kobayashi
Media in Japan
T: +81 3 3278 2095

Luke Willats
Media outside of Japan
T: +41 44 555 1145

Media Contacts – TiGenix:
Claudia Jiménez
Senior Director, Investor Relations and Communications
T: +34 91 804 9264