Takeda and TiGenix Advertise After-effects of Additional Accepting Aeon for the Voluntary and Conditional Accessible Takeover Bid in annual of TiGenix and Commencement of Simplified Squeeze-out and Ambition to Delist the ADSs from Nasdaq, Aish the ADS Facility and Aish TiGenix’s U.S. Advertisement Obligations
Osaka, Japan and Leuven, Belgium, July 6, 2018, 7 a.m. CEST – Takeda Biologic Aggregation Limited (TSE: 4502) (“Takeda”) and TiGenix NV (Euronext Brussels and Nasdaq: TIG) (“TiGenix”) today appear the after-effects of the additional accepting aeon of Takeda’s avant-garde appear breakable action (the “Bid”) in banknote for all outstanding accustomed shares (“Ordinary Shares”), warrants (“Warrants”) and American Depositary Shares (“ADSs,” and calm with the Accustomed Shares and the Warrants, the “Securities”) of TiGenix that are not yet endemic by Takeda and its affiliates, which asleep as appointed on July 3, 2018, at 4 p.m. CEST/10 a.m. EDT.
The Bid, which was fabricated pursuant to the action and abutment acceding entered into amid Takeda and TiGenix on January 5, 2018 (the “Offer and Abutment Agreement”), is comprised of two abstracted offers – (i) an action to all holders of Accustomed Shares and Warrants in accordance with the applicative law in Belgium (the “Belgian Offer”) and (ii) an action to holders of Accustomed Shares who are citizen in the U.S. in accordance with applicative U.S. law and to holders of ADSs wherever amid (the “U.S. Offer”).
Takeda accepted that, as of the cessation of the additional accepting aeon on July 3, 2018, a absolute of 272,439,858 Accustomed Shares (including 20,738,900 Accustomed Shares represented by ADSs) and a absolute of 12,212,006 Warrants had been validly tendered into the Bid and not withdrawn. As a result, demography into annual all Balance endemic by Takeda and its affiliates (including Accustomed Shares issued on July 2, 2018 as a aftereffect of the exercise of Warrants by Takeda), afterward adjustment of the Balance tendered in the additional accepting period, Takeda will authority 96.08% of all Accustomed Shares (including Accustomed Shares represented by ADSs) and will accept acquired 95.76% of the Accustomed Shares that were the accountable of the Bid. Payment for the Accustomed Shares, Warrants and ADSs validly tendered and not aloof in the additional accepting aeon is currently accepted to arise on July 10, 2018.
Takeda confirms that the altitude for a simplified squeeze-out, in accordance with accessories 42 and 43 of the Belgian Royal Decree on Accessible Takeover Bids and commodity 513 of the Belgian Companies Code, accept been met as, afterward adjustment of the Balance tendered in the additional accepting period, Takeda will own added than 95% of the outstanding Accustomed Shares (including Accustomed Shares represented by ADSs) and will accept acquired added than 90% of the Accustomed Shares that were the accountable of the Bid.
The squeeze-out aeon for the Belgian Action and the U.S. Action will arise today, July 6, 2018, at 9 a.m. CEST, and 9 a.m. EDT, respectively, and is appointed to expire on July 26, 2018, at 4 p.m. CEST, and 10 a.m. EDT, respectively. The after-effects of the squeeze-out aeon are accepted to be appear on July 31, 2018. Payment for the Balance validly tendered and not aloof in the squeeze-out aeon is currently appointed for July 31, 2018.
During the squeeze-out period, holders of Accustomed Shares, Warrants and ADSs can breakable their Balance in the Bid by afterward the instructions set out in the announcement or the breakable action account on Schedule TO, as applicative to them.
Ordinary Shares (including Accustomed Shares represented by ADSs) and Warrants not tendered into the squeeze-out will be accounted transferred to Takeda by operation of Belgian law at the end of the squeeze-out period. The funds all-important to pay for untendered Accustomed Shares (including Accustomed Shares represented by ADSs) and Warrants will be deposited with the Belgian Bank for Official Deposits (Deposito- en Consignatiekas / Caisse des Dépôts et Consignations) in favor of the holders of Accustomed Shares and Warrants who did not avant-garde breakable into the squeeze-out.
Following the squeeze-out, TiGenix will become a wholly endemic accessory of Takeda and the Accustomed Shares will be automatically delisted from Euronext Brussels. As added declared below, TiGenix additionally intends to delist the ADSs from the Nasdaq All-around Select Bazaar (“Nasdaq”), aish the ADS Facility and aish its U.S. advertisement obligations.
“Takeda and TiGenix are admiring to advertise the acknowledged progression of this transaction as we move avant-garde with the affiliation of the two companies,” said Asit Parikh, Head of Takeda’s Gastroenterology Ameliorative Area Unit. “We are aflame about our approaching together, as able-bodied as the account we can accommodate to patients with GI disorders. As we attending ahead, we are aiming to be absolutely chip by the end of our budgetary year to ensure we can abide to body on the amount we’re accouterment to those with GI disorders as bound and calmly as possible.”
TiGenix’s ambition to delist the ADSs from Nasdaq, aish the ADS Facility and aish its U.S. advertisement obligations.
TiGenix is advice The Nasdaq Stock Bazaar today of its assurance to abjure the ADSs from advertisement on Nasdaq and to abjure the allotment of the Accustomed Shares beneath Area 12(b) of the Balance Barter Act of 1934, as adapted (the “Exchange Act”). TiGenix’s lath of admiral (the “Board of Directors”) intends to account TiGenix to book a Anatomy 25 with the U.S. Balance and Barter Commission (the “SEC”) on or about July 16, 2018, to aftereffect the delisting and abandonment from allotment beneath Area 12(b) of the Barter Act. TiGenix expects the Anatomy 25 to become able 10 canicule afterwards it is filed, unless TiGenix withdraws it or the SEC postpones its effectiveness, at which point the ADSs will no best barter on Nasdaq. Already the Anatomy 25 becomes effective, the Lath of Admiral intends to account TiGenix to appeal the abortion of the absolute drop acceding amid TiGenix, Deutsche Bank Trust Aggregation Americas and holders of the ADSs (the “ADS Facility”). The Lath of Admiral additionally intends to account TiGenix to book a Anatomy 15F with the SEC to deregister with the SEC and aish TiGenix’s U.S. advertisement obligations already the Lath of Admiral confirms that the applicative altitude to do so are met.
Subject to acquiescence with applicative regulations, the Lath of Admiral has bent to abjure the ADSs from advertisement on Nasdaq, to aish the ADS Facility and to abjure the allotment of the Accustomed Shares beneath the Barter Act based on the actuality that afterward cleanup of the squeeze-out, TiGenix will be wholly endemic by Takeda.
TiGenix has not abiding for the advertisement of ADSs on any added civic balance barter and has not fabricated any arrange for the citation of ADSs in a citation average (as authentic beneath applicative SEC rules and regulations).
TiGenix affluence the right, for any reason, to adjournment the filings mentioned herein, to abjure them above-mentioned to effectiveness, and to contrarily change its affairs in annual of delisting, abortion of the ADS Facility, deregistration and abortion of its U.S. advertisement obligations.
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Media Contacts – Takeda:Kazumi KobayashiMedia in JapanT: 81 3 3278 [email protected]
Luke WillatsMedia alfresco of JapanT: 41 44 555 [email protected]
Media Contacts – TiGenix:Claudia Jiménez Senior Director, Investor Relations and Communications T: 34 91 804 9264 [email protected]
Media enquiriesConsilium Strategic CommunicationsT: 44 20 3709 [email protected]
Takeda’s Commitment to GastroenterologyGastrointestinal (GI) diseases can be complex, debilitating and life-changing. Recognizing this unmet need, Takeda and our accord ally accept focused on convalescent the lives of patients through the commitment of avant-garde medicines and committed accommodating ache abutment programs for over 25 years. Takeda aspires to beforehand how patients administer their disease. Additionally, Takeda is arch in areas of gastroenterology associated with aerial unmet need, such as anarchic bowel disease, acid-related diseases and activity disorders. Our GI analysis & development aggregation is additionally exploring solutions in abdominals disease, avant-garde alarmist ache and microbiome therapies.
About Takeda Biologic Aggregation LimitedTakeda Biologic Aggregation Limited (TSE: 4502) is a global, analysis and development-driven biologic aggregation committed to bringing bigger bloom and a brighter approaching to patients by advice science into life-changing medicines. Takeda focuses its R&D efforts on oncology, gastroenterology and neuroscience ameliorative areas additional vaccines. Takeda conducts R&D both internally and with ally to break at the arch bend of innovation. Avant-garde products, abnormally in oncology and gastroenterology, as able-bodied as Takeda’s attendance in arising markets, are currently fueling the advance of Takeda. Approximately 30,000 Takeda advisers are committed to convalescent affection of activity for patients, alive with Takeda’s ally in bloom affliction in added than 70 countries. For added information, appointment https://www.takeda.com/newsroom/.
About TiGenix TiGenix NV (Euronext Brussels and NASDAQ: TIG) is an avant-garde biopharmaceutical aggregation developing atypical therapies for austere medical altitude by base the anti-inflammatory backdrop of allogeneic, or donor-derived, axis cells. TiGenix is headquartered in Leuven (Belgium) and has operations in Madrid (Spain) and Cambridge, MA (USA). For added information, amuse appointment http://www.tigenix.com.
Forward-looking informationThis columnist absolution may accommodate advanced statements and estimates with annual to the advancing approaching achievement of TiGenix and the bazaar in which it operates, statements apropos the accepted cleanup of the breakable action and statements apropos the accepted timeline for TiGenix’s filing of the Anatomy 25, the delisting of the ADSs from the Nasdaq All-around Select Bazaar and TiGenix’s deregistration and abortion of U.S. advertisement obligations, which involves a cardinal of risks and uncertainties, including the achievability that the transaction will not be completed, the appulse of accepted economic, industry, bazaar or political conditions, and the added risks and uncertainties discussed in TiGenix’s accessible filings with the SEC, including the “Risk Factors” area of TiGenix’s Anatomy 20-F filed on April 16, 2018, as able-bodied as the breakable action abstracts filed by Takeda on April 30, 2018, as adapted or supplemented from time to time, and the solicitation/recommendation account filed by TiGenix on April 30, 2018, as adapted or supplemented from time to time. Assertive of these statements, forecasts and estimates can be accustomed by the use of words such as, after limitation, “believes”, “anticipates”, “expects”, “intends”, “plans”, “seeks”, “estimates”, “may”, “will” and “continue” and agnate expressions. They accommodate all affairs that are not absolute facts. Such statements, forecasts and estimates are based on assorted assumptions and assessments of accepted and alien risks, uncertainties and added factors, which were accounted reasonable back fabricated but may or may not prove to be correct. Absolute contest are difficult to adumbrate and may depend aloft factors that are above TiGenix’s control. Therefore, absolute results, the banking condition, performance, timing or achievements of TiGenix, or industry results, may about-face out to be materially altered from any approaching results, achievement or achievements bidding or adumbrated by such statements, forecasts and estimates. Accustomed these uncertainties, no representations are fabricated as to the accurateness or candor of such advanced statements, forecasts and estimates. Furthermore, advanced statements, forecasts and estimates alone allege as of the date of the advertisement of this columnist release. Takeda and TiGenix abandon any obligation to amend any such advanced statement, anticipation or estimates to reflect any change in TiGenix’s expectations with attention thereto, or any change in events, altitude or affairs on which any such statement, anticipation or appraisal is based, except to the admeasurement appropriate by Belgian law.
This advice constitutes advice aural the ambit of commodity 31 and 33 of the Belgian Law of April 1, 2007 on accessible takeover bids.
Prospectus and Acknowledgment MemorandumThe announcement and the acknowledgment announcement accept been accustomed by the Banking Casework and Markets Authority on April 24, 2018. The announcement (including the accepting anatomy and the acknowledgment memorandum) is accessible chargeless of allegation by calling 32 (0)2 433 41 13. An cyberbanking adaptation of the announcement (including the accepting anatomy and the acknowledgment memorandum) is additionally accessible on the websites of BNP Paribas Fortis SA/NV (www.bnpparibasfortis.be/epargneretplacer (French and English) and www.bnpparibasfortis.be/sparenenbeleggen (Dutch and English)), Takeda (http://www.takeda.com/newsroom) and TiGenix (http://tigenix.com/takeda-takeover-bid).
Important Additional Advice for U.S. InvestorsThe breakable action for the Accustomed Shares, Warrants and ADSs has commenced. This advice is for advisory purposes alone and is neither a recommendation, an action to acquirement nor a address of an action to advertise any balance of TiGenix.
Security holders of TiGenix are apprenticed to apprehend the action abstracts which are accessible at www.sec.gov. The U.S. Action is actuality fabricated pursuant to an action to acquirement and accompanying materials. Takeda has filed a breakable action account on Schedule TO with the SEC with annual to the U.S. Action on April 30, 2018, as adapted or supplemented from time to time. TiGenix has filed a solicitation/recommendation account on Schedule 14D-9 with the SEC with annual to the U.S. Action on April 30, 2018, as adapted or supplemented from time to time.
Holders of ADSs and Accustomed Shares accountable to the U.S. Action who ambition to participate in the U.S. Offer, are apprenticed to anxiously analysis the abstracts apropos to the U.S. Action that has been filed by Takeda with the SEC, as adapted or supplemented from time to time, back these abstracts accommodate important information, including the agreement and altitude of the U.S. Offer. Holders of ADSs and Accustomed Shares accountable to the U.S. Action who ambition to participate in the U.S. Offer, are additionally apprenticed to apprehend the accompanying solicitation/recommendation account on Schedule 14D-9 apropos to the U.S. Action that has been filed with the SEC by TiGenix, as adapted or supplemented from time to time, back it contains important information. You may access a chargeless archetype of these abstracts and added abstracts at the SEC’s website at www.sec.gov. Investors and aegis holders may additionally access chargeless copies of the solicitation/recommendation account on Schedule 14D-9, as adapted or supplemented from time to time, and added abstracts filed with the SEC by TiGenix at www.tigenix.com. The Schedule TO, including the action to acquirement and accompanying materials, and the Schedule 14D-9, including the solicitation/recommendation statement, may additionally be acquired for chargeless by contacting Georgeson LLC, the advice abettor for the breakable offer, at 1 866 391 6921/[email protected] In accession to the action and assertive added breakable action documents, as able-bodied as the solicitation/recommendation statement, TiGenix files letters and added advice with the SEC. You may apprehend and archetype any letters or added advice filed by TiGenix at the SEC Accessible Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Amuse alarm the SEC at 1-800-SEC-0330 for added advice on the Accessible Reference Room. TiGenix’s filings at the SEC are additionally accessible to the accessible from bartering document-retrieval casework and at the website maintained by the SEC at www.sec.gov.
YOU SHOULD READ THE FILINGS MADE BY TAKEDA AND TIGENIX WITH THE SEC CAREFULLY BEFORE MAKING A DECISION CONCERNING THE U.S. OFFER.
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