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. 11
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
☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
This Amendment No. 11 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 anaamloze vennootschap/société anonyme 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 paragraphs after the last paragraph of such section:
“TheSqueeze-Out Period and the related withdrawal rights for the Belgian Offer and the U.S. Offer expired as scheduled on July 26, 2018 at 4:00 p.m., CEST, and 10:00 a.m., EDT, respectively. As previously disclosed, the Offeror will publish the results of theSqueeze-Out Period within five (5) Business Days of the expiration of theSqueeze-Out Period.
Shares (including Shares represented by ADSs) and Warrants not tendered during theSqueeze-Out Period are deemed transferred to the Offeror by operation of Belgian law for the Offer Price as of the end of theSqueeze-Out Period. The funds necessary to pay for such untendered 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 Shares and Warrants who did not previously tender their Securities into theSqueeze-Out. These holders retain the right to receive €1.78 per Share and a price per Warrant depending on the strike price and maturity date 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 30 years. Holders of ADSs who did not previously tender into the U.S. Offer prior to the end of theSqueeze-Out Period will receive the Offer Price, without interest, payable in U.S. dollars upon the terms and subject to the conditions set forth in the Schedule TO.
On July 26, 2018, the ADSs were delisted from the Nasdaq Global Select Market and on July 27, 2018 the Shares will be automatically delisted from Euronext Brussels.”
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/ Claudia D’Augusta | |
| Name: Claudia D’Augusta | ||
| Title: General Manager | ||
Dated: July 26, 2018
