Market Overview

Takeda Completes its Acquisition of TiGenix Following Expiration of the Squeeze-out Period

  • TiGenix becomes a wholly owned subsidiary of Takeda
  • Ordinary Shares have been delisted from Euronext Brussels
  • The ADSs have been delisted from Nasdaq and TiGenix plans to terminate
    the ADS Facility and suspend its U.S. reporting obligations

Takeda Pharmaceutical Company Limited (TSE: 4502) ("Takeda") and TiGenix
NV ("TiGenix") today announced that Takeda has acquired all outstanding
ordinary shares ("Ordinary Shares") (including Ordinary Shares
represented by American Depositary Shares ("ADSs")) and warrants
("Warrants", and together with the Ordinary Shares and the ADSs, the
"Securities") of TiGenix following the expiration of the squeeze-out

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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withdrawn.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
) 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

Delisting of the ADSs from Nasdaq and TiGenix's intention to
terminate the ADS Facility and suspend its U.S. reporting obligations.

TiGenix filed a Form 25 with the U.S. Securities and Exchange Commission
(the "SEC") on July 16, 2018, to effect the delisting from the Nasdaq
Global Select Market ("Nasdaq") and the withdrawal from registration
under Section 12(b) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). On July 26, 2018, the ADSs were delisted from
Nasdaq. As previously disclosed, TiGenix intends to terminate the
existing deposit agreement among TiGenix, Deutsche Bank Trust Company
Americas and holders of the ADSs (the "ADS Facility"). TiGenix also
intends to file a Form 15 with the SEC to deregister with the SEC and
suspend TiGenix's U.S. reporting obligations.

TiGenix reserves the right, for any reason, to delay the filings
mentioned herein, to withdraw them prior to effectiveness, and to
otherwise change its plans in respect of termination of the ADS
Facility, deregistration and suspension of its U.S. reporting

Takeda's Commitment to Gastroenterology

Gastrointestinal (GI) diseases can be complex, debilitating and
life-changing. Recognizing this unmet need, Takeda and our collaboration
partners have focused on improving the lives of patients through the
delivery of innovative medicines and dedicated patient disease support
programs for over 25 years. Takeda aspires to advance how patients
manage their disease. Additionally, Takeda is leading in areas of
gastroenterology associated with high unmet need, such as inflammatory
bowel disease, acid-related diseases and motility disorders. Our GI
research & development team is also exploring solutions in celiac
disease, advanced liver disease and microbiome therapies.

About Takeda Pharmaceutical Company Limited

Takeda Pharmaceutical Company Limited (TSE: 4502) is a global, research
and development-driven pharmaceutical company committed to bringing
better health and a brighter future to patients by translating science
into life-changing medicines. Takeda focuses its R&D efforts on
oncology, gastroenterology and neuroscience therapeutic areas plus
vaccines. Takeda conducts R&D both internally and with partners to stay
at the leading edge of innovation. Innovative products, especially in
oncology and gastroenterology, as well as Takeda's presence in emerging
markets, are currently fueling the growth of Takeda. Approximately
30,000 Takeda employees are committed to improving quality of life for
patients, working with Takeda's partners in health care in more than 70
countries. For more information, visit

About TiGenix

TiGenix NV is an advanced biopharmaceutical company developing novel
therapies for serious medical conditions by exploiting the
anti-inflammatory properties of allogeneic, or donor-derived, stem
cells. TiGenix is headquartered in Leuven (Belgium) and has operations
in Madrid (Spain) and Cambridge, MA (USA). For more information, please

Forward-looking information

This press release may contain forward-looking statements and estimates
with respect to the anticipated future performance of TiGenix and the
market in which it operates, statements regarding the expected
consummation of the tender offer and statements regarding the expected
timeline for TiGenix's deregistration and suspension of U.S. reporting
obligations, which involves a number of risks and uncertainties,
including the possibility that the transaction will not be completed,
the impact of general economic, industry, market or political
conditions, and the other risks and uncertainties discussed in TiGenix's
public filings with the SEC, including the "Risk Factors" section of
TiGenix's Form 20-F filed on April 16, 2018, as well as the tender offer
documents filed by Takeda on April 30, 2018, as amended or supplemented
from time to time, and the solicitation/recommendation statement filed
by TiGenix on April 30, 2018, as amended or supplemented from time to
time. Certain of these statements, forecasts and estimates can be
recognized 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 TiGenix's control. Therefore, actual results, the financial
condition, performance, timing 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 press release. Takeda and TiGenix
disclaim any obligation to update any such forward-looking statement,
forecast or estimates to reflect any change in TiGenix'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.

Important Additional Information for U.S. Investors

This communication is for informational purposes only and is neither a
recommendation, an offer to purchase nor a solicitation of an offer to
sell any securities of TiGenix. The U.S. Offer was made pursuant to an
offer to purchase and related materials. Takeda filed a tender offer
statement on Schedule TO with the SEC with respect to the U.S. Offer on
April 30, 2018, as amended or supplemented from time to time. TiGenix
filed a solicitation/recommendation statement on Schedule 14D-9 with the
SEC with respect to the U.S. Offer on April 30, 2018, as amended or
supplemented from time to time. You may obtain a free copy of these
documents and other documents at the SEC's website at
You may also obtain free copies of the solicitation/recommendation
statement on Schedule 14D-9, as amended or supplemented from time to
time, and other documents filed with the SEC by TiGenix at
In addition to the offer and certain other tender offer documents, as
well as the solicitation/recommendation statement, TiGenix files reports
and other information with the SEC. You may read and copy any reports or
other information filed by TiGenix at the SEC Public Reference Room at
100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the Public Reference Room.
TiGenix's filings at the SEC are also available to the public from
commercial document-retrieval services and at the website maintained by
the SEC at

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