23 December 2015
TiGenix files Registration Statement for proposed initial public offering in the United States
Leuven (BELGIUM) – December 22, 2015, 22:30h CET – TiGenix NV (Euronext Brussels: TIG; the “Company”), an advanced biopharmaceutical company focused on developing and commercialising novel therapeutics from its proprietary platforms of allogeneic expanded stem cells, announced today that it has filed a Registration Statement on Form F-1 with the U.S. Securities and Exchange Commission for a proposed initial public offering of its American Depository Shares (“ADSs”) to be listed on the NASDAQ Global Market in the United States.
The number and price of the ADSs to be offered have not yet been determined. TiGenix’s ordinary shares are currently listed on Euronext Brussels. An application has been made to list the ADSs on the NASDAQ Global Market under the symbol “TIG”.
Canaccord Genuity Inc. and Nomura Securities International, Inc. are acting as joint book-running managers for the proposed offering. KBC Securities USA, Inc. and Chardan Capital Markets, LLC are acting as co-managers.
A registration statement has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. The ADSs may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The proposed offering of ADSs will be made only by means of a prospectus. A copy of the preliminary prospectus, when available, can be obtained from Canaccord Genuity Inc., Attn: Syndicate Department, 99 High Street, Floor 12, Boston, MA 02110, US, by calling +1 (617) 371-3900 or by emailing email@example.com; or from Nomura Securities International, Inc., Attn: Equity Syndicate Department, Worldwide Plaza, 309 West 49th Street, New York, NY 10019-7316, US, by calling +1 212-667-9000 or by emailing firstname.lastname@example.org.
This press release is for information purposes only and does not constitute, and should not be construed as, an offer to sell or the solicitation of an offer to buy or subscribe to any securities of TiGenix NV, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale is not permitted or to any person or entity to whom it is unlawful to make such offer, solicitation or sale. This press release is not for publication or distribution, directly or indirectly, in or into any state or jurisdiction into which doing so would be unlawful.
TiGenix NV (Euronext Brussels: TIG) is an advanced biopharmaceutical company focused on developing and commercialising novel therapeutics from its proprietary platforms of allogeneic, or donor-derived, expanded stem cells. Two products from the adipose-derived stem cell technology platform are currently in clinical development. Cx601 is in Phase III for the treatment of complex perianal fistulas in Crohn’s disease patients. Cx611 has completed a Phase I sepsis challenge trial and a Phase I/II trial in rheumatoid arthritis. Effective July 31, 2015, TiGenix acquired Coretherapix, whose lead cellular product, AlloCSC-01, is currently in a Phase II clinical trial in acute myocardial infarction (AMI). In addition, the second product candidate from the cardiac stem cell-based platform acquired from Coretherapix, AlloCSC-02, is being developed in a chronic indication. TiGenix also developed ChondroCelect, an autologous cell therapy product for cartilage repair of the knee, which was the first Advanced Therapy Medicinal Product (ATMP) to be approved by the European Medicines Agency (EMA). From June 2014, the marketing and distribution rights of ChondroCelect were exclusively licensed to Sobi for the European Union (except for Finland, where it is distributed by the Finnish Red Cross Blood Service), Norway, Russia, Switzerland and Turkey, and the countries of the Middle East and North Africa. TiGenix is headquartered in Leuven (Belgium) and has operations in Madrid (Spain).
For more information, please visit www.tigenix.com
This document may contain forward-looking statements and estimates with respect to the anticipated future performance of TiGenix and the market in which it operates. Certain of these statements, forecasts and estimates can be recognised by the use of words such as, without limitation, “believes”, “anticipates”, “expects”, “intends”, “plans”, “seeks”, “estimates”, “may”, “will” and “continue” and similar expressions. They include all matters that are not historical facts. Such statements, forecasts and estimates are based on various assumptions and assessments of known and unknown risks, uncertainties and other factors, which were deemed reasonable when made but may or may not prove to be correct. Actual events are difficult to predict and may depend upon factors that are beyond the Company’s control. Therefore, actual results, the financial condition, performance or achievements of TiGenix, or industry results, may turn out to be materially different from any future results, performance or achievements expressed or implied by such statements, forecasts and estimates. Given these uncertainties, no representations are made as to the accuracy or fairness of such forward-looking statements, forecasts and estimates. Furthermore, forward looking statements, forecasts and estimates only speak as of the date of the publication of this document. TiGenix disclaims any obligation to update any such forward-looking statement, forecast or estimates to reflect any change in the Company’s expectations with regard thereto, or any change in events, conditions or circumstances on which any such statement, forecast or estimate is based, except to the extent required by Belgian law.
No public offering will be made and no one has taken any action that would, or is intended to, permit a public offering in any country or jurisdiction, other than the United States, where any such action is required, including in Belgium. Belgian investors, other than qualified investors within the meaning of the Belgian Act of 16 June 2006 on the public offering of securities and the admission of securities to be traded on a regulated market (the “Belgian Prospectus Act”), will not be eligible to participate in the offering (whether in Belgium or elsewhere). The transaction to which this press release relates will only be available to, and will be engaged in only with, in member states of the European Economic Area, persons falling within the meaning of Article 2(1)(e) of the Prospectus Directive 2003/71/EC as amended by Directive 2010/73/EU, and in the United Kingdom, investment professionals falling within article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), persons falling within article 49 (2), (a) to (d) of the Order and other persons to whom it may lawfully be communicated. A prospectus will be prepared by the Company in accordance with Article 20 of the Belgian Prospectus Act for the purpose of having the new shares that will be represented by the ADSs admitted to trading on Euronext Brussels.