SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE14D-9
(RULE14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 4
TiGenix
(Name of Subject Company)
TiGenix
(Name of Person(s) Filing Statement)
Ordinary shares, no nominal value (“Shares”)
American Depositary Shares (“ADSs”), each representing 20 Shares
(Title of Class of Securities)
ISIN BE0003864817 (Shares)
CUSIP 88675R109 (ADSs)
(CUSIP Number of Class of Securities)
An Moonen
General Counsel
Romeinse straat 12, box 2
3001 Leuven, Belgium
+32 16 39 7937
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
With copies to:
| Michael J. Willisch Davis Polk & Wardwell LLP Paseo de la Castellana, 41 28046 Madrid, Spain +34-91-768-9610 | Daniel Brass Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017, United States +1-212-450-4000 |
☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
This Amendment No. 4 to Schedule14D-9 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule14D-9 originally filed with the United States Securities and Exchange Commission (the “SEC”) on April 30, 2018 (together with the Exhibits and the Annex thereto and as amended or supplemented hereby and from time to time, the “Schedule14D-9”) by TiGenix, a public limited liability company incorporated in the form of anaamlozevennootschap/sociétéanonyme under Belgian law (the “Company” or “TiGenix”). The Schedule14D-9 relates to a tender offer by Takeda Pharmaceutical Company Limited, a company incorporated under the laws of Japan (the “Offeror” or “Takeda”), to purchase (i) up to 100% of the issued and outstanding ordinary shares with no nominal value of the Company (collectively the “Shares” and each a “Share”) that are held by “U.S. holders” (as that term is defined under instruction 2 to paragraphs (c) and (d) of Rule14d-1 under the United States Securities Exchange Act of 1934, as amended), that are not yet owned by the Offeror and its affiliates, and (ii) up to 100% of the outstanding American Depositary Shares of the Company, issued by Deutsche Bank Trust Company Americas acting as depositary, each representing 20 Shares (collectively the “ADSs” and each an “ADS”) from all holders, wherever located, that are not yet owned by the Offeror and its affiliates, for €1.78 per Share, and €35.60 per ADS, payable in the equivalent amount of U.S. dollars for each outstanding ADS determined in the manner described in “Section 2. Acceptance for Payment and Payment for Ordinary Shares and ADSs” of the U.S. Offer to Purchase (as defined below), in each case, in cash, without interest, upon the terms and subject to the conditions set forth in the U.S. Offer to Purchase, dated April 30, 2018 (as amended or supplemented from time to time, the “U.S. Offer to Purchase”), and in the related Share Acceptance Letter, the ADS Letter of Transmittal and the Share Withdrawal Letter, as applicable, contained in the Tender Offer Statement on Schedule TO, dated April 30, 2018 and filed by the Offeror with the SEC on April 30, 2018, as amended or supplemented from time to time.
Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in the Schedule14D-9. Except as set forth below, the information set forth in the Schedule14D-9 remains unchanged and is incorporated herein by reference as relevant to the item in this Amendment.
Item 2. Identity and Background of Filing Person
The disclosure in “Item 2. Identity and Background of Filing Person—(b) Tender Offer.” of the Schedule14D-9 is hereby amended and supplemented by adding the following paragraph after the last paragraph of such section:
“The Initial Acceptance Period (and the related withdrawal rights) expired as scheduled on May 31, 2018. As previously disclosed, the Offeror will publish the results of the Initial Acceptance Period within five (5) Business Days thereafter, including when the Offeror will commence the Second Acceptance Period, assuming the Conditions are satisfied or waived. If the Conditions are satisfied or waived, the Offeror will commence payment for all Securities that were validly tendered and not withdrawn within ten (10) Business Days following the publication of such results, in accordance with Belgian law.”
1
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct.
| TIGENIX | ||||
| By: | /s/ Eduardo Bravo | |||
| Name: | Eduardo Bravo | |||
| Title: | Chief Executive Officer | |||
Dated: May 31, 2018
