Takeda and TiGenix Announce Results of Second Acceptance Period for the Voluntary and Conditional Public Takeover Bid

Takeda Pharmaceutical (TSE:4502) and TiGenix NV (Nasdaq:TIG) announced the results of the second acceptance period of Takeda’s previously announced tender offer in cash for all outstanding ordinary shares, warrants and American Depositary Shares of TiGenix that are not yet owned by Takeda and its affiliates, which expired as scheduled on July 3, 2018, at 4 p.m. CEST/10 a.m. EDT.

As quoted in the press release:

The Bid, which was 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 second acceptance period on July 3, 2018, a total of 272,439,858 Ordinary Shares (including 20,738,900 Ordinary Shares represented by ADSs) and a total of 12,212,006 Warrants had been validly tendered into the Bid and not withdrawn.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 (including Ordinary Shares issued on July 2, 2018 as a result of the exercise of Warrants by Takeda), following settlement of the Securities tendered in the second acceptance period, Takeda will hold 96.08% of all Ordinary Shares (including Ordinary Shares represented by ADSs) and will have acquired 95.76% of the Ordinary Shares that were the subject of the Bid. Payment for the Ordinary Shares, Warrants and ADSs validly tendered and not withdrawn in the second acceptance period is currently expected to commence on July 10, 2018.

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