Takeda Pharmaceutical has entered into an offer agreement with TiGenix, a ‎Leuven, Belgium-headquartered biopharmaceutical company developing stem-cell therapies, for a potential voluntary public takeover bid of approximately EUR 520 million ($620 million).

Takeda says the agreement has the unanimous support of the TiGenix Board of Directors (including its chief executive officer). The acquisition is an extension of an existing partnership agreement between Takeda and TiGenix, which aims to develop treatment options for gastrointestinal disorders.

In July 2016, Takeda and TiGenix entered into an exclusive ex-US license, development and commercialization agreement for Cx601, a suspension of allogeneic adipose-derived stem cells (eASC) injected intra-lesionally for treating complex perianal fistulas in patients with Crohn’s disease. Cx601 is the leading investigational therapy in TiGenix’s pipeline. In December 2017, the Committee for Medicinal Products for Human Use of the European Medicines Agency (EMA) recommended marketing authorization for Cx601 in such indication. A decision from the EMA on the marketing authorization for Cx601 is expected in the first half of 2018.

Through the potential 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 EUR 1.78 ($2.12) per share in cash and an equivalent price per American Depositary Share, warrant, and convertible bond, representing a transaction value of approximately EUR 520 million ($620 million) on a fully diluted basis. The acquisition is structured as an all cash voluntary public takeover bid by Takeda.

The transaction is subject to the following conditions precedent: (1) 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; (2) the absence of a material adverse effect occurring at any time after the date of this announcement; (3) Cx601 obtaining marketing authorization in the European Union from the EMA;and (4) the expiration, lapse, or termination as appropriate of any applicable waiting periods (including any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in respect of the offer.

Following closing of the potential voluntary public takeover bid, Takeda intends to launch a squeeze-out 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.

The completion of the acquisition is expected to occur near the end of the first quarter of 2018 or the beginning of the second quarter of 2018.

Source: Takeda Pharmaceutical