Takeda Announces Information Related to its Pending Voluntary and Conditional Public Takeover Bid for Outstanding Shares and American Depositary Shares of TiGenix

Takeda Pharmaceutical Company Limited (TSE: 4502) today announced information related to its previously announced and ongoing tender offer in cash for all outstanding ordinary shares, warrants and American Depositary Shares of TiGenix NV (Euronext Brussels and NASDAQ: TIG) that are not yet owned by Takeda and its affiliates, in two separate, but concurrent and related offers in Belgium and in the United States, at a price of EUR 1.78 per Ordinary Share in cash, EUR 35.60 per ADS in cash and an amount per Warrant in cash depending on the strike price and maturity of such Warrant.

As quoted in the press release:

The initial acceptance period for the Bid started on April 30, 2018 and, unless extended in accordance with U.S. law, the U.S. Offer is scheduled to expire at 10:00 a.m., New York City time, on May 31, 2018.

In order to comply with U.S. regulatory requirements and as further described in the U.S. Offer to Purchase contained in the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 30, 2018, as amended or supplemented from time to time (the “U.S. Offer to Purchase”), Takeda hereby advises the holders of Ordinary Shares who are resident in the U.S. in accordance with applicable U.S. law and holders of ADSs wherever located (such Ordinary Shares and ADSs collectively, the “Securities”) that, subject to the terms and conditions of the U.S. Offer, Takeda may (but is not obligated to) waive the minimum acceptance condition (i.e. the tender into the Belgian Offer and the U.S. Offer, in the aggregate, of a number of Ordinary Shares, Warrants and ADSs that, together with all Ordinary Shares, Warrants and ADSs owned by Takeda and its affiliates.

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