Takeda and TiGenix Announce Results of Second Acceptance Period for the Voluntary and Conditional Public Takeover Bid in respect of TiGenix and Commencement of Simplified Squeeze-out and Intention to Delist the ADSs from Nasdaq, Terminate the ADS Facility and Terminate TiGenix’s U.S. Reporting Obligations
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The number of Securities tendered into the Bid, together with all Securities owned by Takeda and its affiliates, represents or gives access to 96.03% of the voting rights represented or given access to by all of the outstanding Securities on a fully diluted basis.
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Following settlement of the Securities, Takeda will own 96.08% of the outstanding 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. The conditions for a simplified squeeze-out under Belgian law have therefore been met.
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The squeeze-out period will commence today, July 6, 2018, and will expire on July 26, 2018.
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Following the squeeze-out, TiGenix will become a wholly owned subsidiary of Takeda and the Ordinary Shares will be automatically delisted from Euronext Brussels. TiGenix intends to effect the delisting of the ADSs from Nasdaq, terminate the ADS Facility and terminate TiGenix’s U.S. reporting obligations.
Takeda Pharmaceutical Company Limited (TSE: 4502) (“Takeda”) and TiGenix NV (Euronext Brussels and Nasdaq: TIG) (“TiGenix”) today announced the results of the second 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 July 3, 2018, at 4 p.m. CEST/10 a.m. EDT.
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.
Takeda confirms that the conditions for 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, have been met as, following settlement of the Securities tendered in the second acceptance period, Takeda will own more than 95% of the outstanding Ordinary Shares (including Ordinary Shares represented by ADSs) and will have acquired more than 90% of the Ordinary Shares that were the subject of the Bid.
The squeeze-out period for the Belgian Offer and the U.S. Offer will commence today, July 6, 2018, at 9 a.m. CEST, and 9 a.m. EDT, respectively, and is scheduled to expire on July 26, 2018, at 4 p.m. CEST, and 10 a.m. EDT, respectively. The results of the squeeze-out period are expected to be published on July 31, 2018. Payment for the Securities validly tendered and not withdrawn in the squeeze-out period is currently scheduled for July 31, 2018.
During the squeeze-out 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.
Ordinary Shares (including Ordinary Shares represented by ADSs) and Warrants not tendered into the squeeze-out will be deemed transferred to Takeda by operation of Belgian law at the end of the squeeze-out period. The funds necessary to pay for untendered Ordinary Shares (including Ordinary 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 Ordinary Shares and Warrants who did not previously tender into the squeeze-out.
Following the squeeze-out, TiGenix will become a wholly owned subsidiary of Takeda and the Ordinary Shares will be automatically delisted from Euronext Brussels. As further described below, TiGenix also intends to delist the ADSs from the Nasdaq Global Select Market (“Nasdaq”), terminate the ADS Facility and terminate its U.S. reporting obligations.
“Takeda and TiGenix are pleased to announce the successful progression of this transaction as we move forward with the integration of the two companies,” said Asit Parikh, Head of Takeda’s Gastroenterology Therapeutic Area Unit. “We are excited about our future together, as well as the benefit we can provide to patients with GI disorders. As we look ahead, we are aiming to be fully integrated by the end of our fiscal year to ensure we can continue to build on the value we’re providing to those with GI disorders as quickly and efficiently as possible.”
