Merrill Lynch, Pierce, Fenner & Smith
Incorporated
One Bryant Park
New York, New York 10036
Cowen and Company, LLC
599 Lexington Avenue, 27th Floor
New York, NY 10022
December 12, 2016
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Suzanne Hayes
Re: | TiGenix |
| Registration Statement on Form F-1 (File No. 333-208693) |
| Request for Acceleration of Effective Date |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of TiGenix (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 PM, Eastern Time, on December 14, 2016, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Proskauer Rose LLP, request by telephone that such Registration Statement be declared effective.
In connection with this acceleration request and pursuant to Rule 460 under the Act, please be advised that between December 5, 2016 and the date hereof, we have distributed approximately 1,425 copies of the preliminary prospectus dated December 5, 2016 to underwriters, dealers, institutions and others.
We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
| Very truly yours, | |
|
| |
| MERRILL LYNCH, PIERCE, FENNER & SMITH | |
| INCORPORATED | |
| COWEN AND COMPANY, LLC | |
|
| |
| Acting severally on behalf of themselves and the | |
| several Underwriters | |
|
| |
|
| |
| MERRILL LYNCH, PIERCE, FENNER & SMITH | |
| INCORPORATED | |
|
|
|
|
|
|
| By: | /s/ Michael Liloia |
|
| Name: Michael Liloia |
|
| Title: Vice-President |
|
|
|
|
|
|
|
| COWEN AND COMPANY, LLC |
|
|
|
|
|
|
| By: | /s/ Jason Fenton |
|
| Name: Jason Fenton |
|
| Title: Managing Director |
[Signature Page to UW Acceleration Request Letter]