Takeda Pharmaceutical Company Limited and TiGenix NV announced that Takeda has acquired all outstanding ordinary shares (including Ordinary Shares represented by American Depositary Shares and warrants (“Warrants”, and together with the Ordinary Shares and the ADSs, the “Securities”) of TiGenix following the expiration of the squeeze-out period.
The squeeze-out period commenced on July 6, 2018 and expired as scheduled on July 26, 2018. Takeda confirmed that, upon expiration of the squeeze-out period, a total of 9,532,694 Ordinary Shares (including 59,800 Ordinary Shares represented by ADSs) and a total of 22,500 Warrants of TiGenix had been tendered into the squeeze-out and not withdrawn. Payment for these Securities is expected to commence on August 1, 2018.
Ordinary Shares (including Ordinary Shares represented by ADSs) and Warrants not tendered during the squeeze-out period are deemed transferred to Takeda by operation of Belgian law as of the end of the squeeze-out period. The funds necessary to pay for untendered Ordinary Shares and Warrants will be deposited with the Belgian Bank for Official Deposits (Deposito- en Consignatiekas/Caisse des Dépôts et Consignations) in favor of the former holders of Ordinary Shares and Warrants who did not previously tender their Securities into the squeeze-out. These holders retain the right to receive EUR 1.78 per Ordinary Share and a price per Warrant depending on the strike price and maturity of each such Warrant. In order to receive these amounts, they must contact the Belgian Bank for Official Deposits, where the funds will remain available for a period of thirty years. Holders of ADSs who did not previously tender into the U.S. Offer prior to the end of the squeeze-out period will receive the Offer Price (as defined in the Tender Offer Statement on Schedule TO filed by Takeda with the SEC on April 30, 2018, as amended from time to time, the “Schedule TO”), without interest, payable in U.S. dollars upon the terms and subject to the conditions set forth in the Schedule TO.
On July 27, 2018, TiGenix’s Ordinary Shares were delisted from Euronext Brussels.