Takeda Pharmaceutical Company Limited (TSE:4502) entered into an offer and support agreement to acquire remaining 96.1% stake in TiGenix NV (ENXTBR:TIG) from a group of sellers for approximately €510 million on January 5, 2018. Under the terms of the deal, Takeda will launch a public takeover bid in cash for all outstanding ordinary shares; American Depositary Shares issued by Deutsche Bank Trust Company Americas, acting as depositary, warrants to acquire Ordinary Shares and 9% senior unsecured convertible bonds due March 6, 2018 of TiGenix NV. Takeda offered €1.78 per share in cash and an equivalent price per American Depositary Share, warrant and convertible bond. The transaction will be funded from existing cash balances of Takeda pursuant to certain clauses of the agreement. If the transaction is terminated, TiGenix will be required to pay a termination fee of €2.7 million or €5.4 million. Takeda will be required to subscribe to capital increase in TiGenix to a maximum of €20 million or pay a reverse breakup fee of €20 million pursuant to certain clauses.

The transaction is subject to the tender into the offer, in aggregate, of a number of securities that, together with all securities owned by Takeda and its affiliates, represents or gives access to 85% or more of the outstanding securities on a fully diluted basis as of the end of the first acceptance period, the absence of a material adverse effect occurring at any time after the date of this announcement, Cx601 obtaining marketing authorization in the E.U. from the EMA and the expiration, lapse or termination as appropriate of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act in respect of the offer. Following closing of the potential voluntary public takeover bid, Takeda intends to launch a squeeze-out if the applicable conditions for such squeeze-out are met to delist the shares of TiGenix from Euronext Brussels and NASDAQ. After the squeeze-out, TiGenix would become a wholly-owned subsidiary of Takeda. Subject to its fiduciary duties and review of the final bid prospectus, the bid is unanimously supported by TiGenix's Board of Directors including its Chief Executive Officer. U.S. antitrust clearance was obtained on February 23, 2018. As of March 23, 2018, Alofisel received central marketing authorization (MA) approval in Europe. The Belgian prospectus and the response memorandum have been approved by the Belgian Financial Services and Markets Authority on April 24, 2018. Gri-Cel S.A. and Grifols Worldwide Operations Ltd. have irrevocably confirmed that they will tender their shares and American Depositary Shares into the potential public takeover bid. The first acceptance period for the offer will commence on April 30, 2018 till May 31, 2018. The results of the first acceptance period are expected to be published on June 6, 2018. If Takeda holds at least 90% of the securities with voting right of TiGenix, following the expiry of the first acceptance period, there will be a mandatory reopening of the bid.

As of the expiration of the first acceptance period on May 31, 2018, a total of 256.7 million ordinary shares and a total of 11.9 million warrants had been validly tendered into the bid and not withdrawn. As a result, following settlement of the securities tendered in the first acceptance period, Takeda will hold 90.62% of all ordinary shares and 90.83% of the voting rights on a fully diluted basis as of the expiration of the first acceptance period. Takeda further confirmed that the conditions for completion of the bid have been satisfied. The second acceptance period for the Belgian offer will commence on June 20, 2018, and the second acceptance period for the U.S. offer will commence on June 6, 2018, and is scheduled to expire for both the Belgian offer and the U.S. offer, subject to any extension, on July 3, 2018. Following expiration of the second acceptance period, Takeda intends to launch a simplified squeeze-out. Following the results of the first acceptance period, Eduardo Bravo will be succeeded as a member of the Board of Directors by Sebastian Wehle, who will also be in charge of the daily management of TiGenix together with Claudia D'Augusta, Chief Financial Officer of TiGenix, who was granted powers of daily management. Consequently, the services agreement between TiGenix and Eduardo Bravo will be terminated effective as of June 15, 2018. As of July 3, 2018, the second acceptance period has expired. The results however will be published within 5 days.

Gregory W. Hayes, Sanjay Shirodkar, Ryutaro Takeda, Masahiko Ishida, Kristof Slootmans of DLA Piper LLP (US) and Erwin Simons of DLA Piper UK LLP acted as legal advisors and Centerview Partners UK LLP acted as financial advisor to Takeda Pharmaceutical. David Haex, Hadrien Chef, Tonya Aelbrecht, Stéphanie Reul and Laurent Donnay de Casteau of Osborne Clarke BV CVBA and Michael J. Willisch, Daniel Brass, Michael Gilson, Jose Lucena-Rebollo, Mary K. Marks and Ricardo Muniz-Almeyda of Davis Polk & Wardwell LLP acted as legal advisors and Cowen and Company, LLC acted as financial advisor to TiGenix. BNP Paribas Fortis SA/NV will act as paying agent bank in the context of the bid. Takeda has appointed Computershare, Inc. as the U.S. American Depositary Share tender agent to act as tender agent for the holders of American Depositary Share. David Schwartzbaum, John Mei, and Armand Turk of Covington & Burling LLP acted as legal advisors to Cowen and Company, LLC.