20 December 2016
Takeda makes €10 million equity investment in TiGenix
Leuven (BELGIUM) – December 20, 2016, [22:01]h CET – TiGenix NV (Euronext Brussels and NASDAQ: TIG; “TiGenix”), an advanced biopharmaceutical company focused on developing and commercializing novel therapeutics from its proprietary platforms of allogeneic expanded stem cells, announced today that it has exercised the option granted by Takeda under the licensing agreement to make a €10 million equity investment in TiGenix. Takeda Pharmaceuticals International AG will be subscribing 11,651,778 new ordinary shares (the “New Shares”) at an issue price of €0.858 (rounded) per New Share. The issue price is equal to the average closing price of TiGenix’s share on Euronext Brussels over the 30 day period preceding the date on which the issuance of the New Shares commenced (i.e., December 20, 2016) and represents a 23% premium over today’s closing price on Euronext Brussels.
On July 4, 2016, Takeda and TiGenix entered into an exclusive ex-U.S. license, development and commercialization agreement for Cx601 for the treatment of complex perianal fistulas in patients with Crohn’s disease. The licensing agreement also provided for Takeda to make an equity investment of €10 million in the share capital of TiGenix within the 12 months following the date of the licensing agreement.
“We are pleased to welcome our partner Takeda as one of our key shareholders,” said Eduardo Bravo, CEO of TiGenix. “These additional funds will further strengthen our financial position allowing us to remain fully focused on progressing with the marketing authorization application of Cx601 in Europe, the launch of our Phase III trial to register Cx601 in the United States and advancing with the other clinical assets in our pipeline,” concluded Eduardo Bravo.
In connection with the issuance of the New Shares and the resulting capital increase, the board of directors has cancelled the preferential subscription rights of existing shareholders for the benefit of Takeda Pharmaceuticals International AG. The capital increase has been decided within the limits of the authorized share capital in accordance with article 6 of the articles of association of TiGenix.
The issuance of these New Shares is expected to take place by the end of the first week of January 2017, provided that TiGenix has timely received the proceeds of the private placement from Takeda. TiGenix shall request the listing of the New Shares on Euronext Brussels. The New Shares will be subject to a one-year lock-up, subject to certain exceptions.