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Mergers and Acquisitions

Date: 2011-02-25

Type of information: Company acquisition

Acquired company: Cellerix (Spain)

Acquiring company: Tigenix (Belgium)

Amount:

Terms:

The two cell therapy-focused biotechnology companies,TiGenix and Cellerix have entered into a contribution agreement to combine the operations of both companies by means of a share for share exchange. Under the terms of the contribution agreement, TiGenix will issue approximately 44.8 million new TiGenix shares as consideration for the contribution in kind by Cellerix shareholders, holding all of the outstanding Cellerix shares, into TiGenix at an agreed subscription price of €1.2977 per new TiGenix share, valuing Cellerix at approximately € 58 million, including Cellerix’ expected cash position of about €18 million.

Details:

This consolidation between the two leading European stem cell companies represents an important step in the field of regenerative medicine and cell therapy. The combination of TiGenix’ marketed product portfolio and proprietary pre-clinical stem cell platform with a clinical stage allogeneic stem cell platform and pipeline is part of TiGenix’ external growth strategy and further strengthens its position as an international leading player in the fast growing field of regenerative medicine and cell therapy.

The combined group will enjoy the following characteristics:

  • two commercial products on the market including ChondroCelect, the first and only centrally approved cell-based product in Europe;
  • a unique commercial and manufacturing infrastructure for advanced therapies;
  • an advanced clinical stage pipeline of products combining regenerative and immunemodulatory mechanisms of action;
  • two proprietary stem cell platforms to enable long term pipeline development;
  • an international management team and approximately 80 employees working in four sites in Belgium, the Netherlands, the United Kingdom and Spain;
  • a solid cash position secured through an € 18 million investment in Cellerix prior to completion of the combination and a public rights offering of approximately € 15 million, of which € 10 million has already been secured via precommitments.

The initial focus of the combined group will remain on damaged and arthritic joints while ensuring long term upside potential through expansion to other inflammatory and autoimmune disorders of high unmet medical need. With headquarters in Leuven and focused operations in Spain, the Netherlands and the United Kingdom, the combined group will be well positioned to become the leading cell therapy company in Europe.

Related:

stem cell
regenerative medicine
cell therapy

Is general: Yes