Type of information: Company acquisition
Acquired company: Tigenix (Belgium)
Acquiring company: Takeda Pharmaceutical (Japan)
Amount: € 520 million
- • On January 5, 2018, Takeda Pharmaceutical announced its intention to acquire TiGenix , an advanced biopharmaceutical company developing novel stem cell therapies , and as a result has entered into an offer and support agreement with TiGenix which provides for a recommended potential voluntary public takeover bid for TiGenix. The Takeda agreement has the unanimous support of the TiGenix board of directors (including its CEO).
- Through the potential voluntary public takeover bid, Takeda intends to acquire 100% of the securities with voting rights or giving access to voting rights of TiGenix not already owned by Takeda or its affiliates at an acquisition price of € 1.78 per share in cash and an equivalent price per American
Depositary Share, warrant and convertible bond, representing a transaction value of approximately € 520 million on a fully diluted basis.
- The acquisition is structured as an all cash voluntary public takeover bid by Takeda with respect to 100% of the securities with voting rights or giving access to voting rights of TiGenix that are not already owned by Takeda or its affiliates. The transaction is subject to the following conditions :
- (i) 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 voting rights represented or given access to by all of the outstanding securities on a fully diluted basis as of
the end of the first acceptance period,
- (ii) the absence of a material adverse effect occurring at any
time after the date of this announcement,
- (iii) Cx601 obtaining marketing authorization in the E.U. from the European Medicines Agency (EMA) and
- (iv) the expiration, lapse or termination as appropriate of any applicable waiting periods (including any extensions thereof) under the Hart-ScottRodino Antitrust Improvements Act of 1976 in respect of the offer.
- Following closing of the potential voluntary public takeover bid, Takeda intends to launch a squeezeout 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.
- Gri-Cel S.A., holding 32,238,178 TiGenix shares, and its affiliate Grifols Worldwide Operations Ltd., holding 7,189,800 TiGenix shares held in the form of American Depositary Shares, have irrevocably confirmed that they will tender their shares and American Depositary Shares held in TiGenix into the potential public takeover bid.
- This acquisition is a natural extension of an existing partnership agreement between Takeda and TiGenix which aims to bring new treatment options to patients with gastrointestinal . This agreement has been concluded in July 2016 and provided Takeda an exclusive ex-U.S. license, development and commercialization agreement for Cx601, a suspension of allogeneic expanded adipose-derived stem cells (eASC) locally administered for the treatment of complex perianal fistulas in patients with non-active/mildly active luminal Crohn’s disease, who have had an inadequate response to at least one conventional or biologic therapy. In December 2017, the CHMP of the EMA adopted a positive opinion recommending a marketing authorization for Cx601 in this indication, the first allogeneic stem cell therapy to achieve this. A global, pivotal Phase III trial investigating Cx601 for the treatment of complex perianal fistulas in patients with non-active/mildly active luminal Crohn’s disease has been initiated for U.S. registration. In the U.S., Takeda intends to work with the U.S. FDA to facilitate the development and potential approval of Cx601. Takeda is also exploring the steps required for regulatory filing of Cx601 for patients in Japan, Canada and emerging markets.