Takeda to acquire TiGenix in $630 million deal

Japan’s largest drugmaker Takeda Pharmaceutical (TYO: 4502) has announced its intention to launch a voluntary conditional takeover bid for Belgium-based biopharma company TiGenix (Euronext Brussels: TIG).

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 affiliates at a price of 1.78 euros per share in cash and an equivalent price in cash per American Depositary Share, warrant and convertible bonds, representing a transaction value of about 520 million euros ($630 million) on a fully diluted basis. TiGenix shares closed at 0.98 euros on Thursday, and leapt 74.5% to 1.71 euros when trading resumed late this morning.

Takeda already has an exclusively license to TiGenix’ lead product darvadstrocel (Cx601) to treat Crohn’s disease. Under the July 2016 deal, TiGenix received an upfront payment of 25 million euros and became eligible for a further 355 million euros milestones and royalties. In December darvadstrocel received a recommendation from the European Medicines Agency to market the product in Europe in patients with complex perianal fistulas, one of the most disabling manifestations of Crohn's disease.

The acquisition dovetails with Takeda’s gastro portfolio, which includes its recently launched Entyvio (vedolizumab) for ulcerative colitis and Crohn’s disease, which is set for $2 billion in sales at peak.

Takeda intends to launch the proposed takeover bid shortly after the approval of the bid prospectus and the response memorandum by the Belgian Financial Services and Markets Authority (FSMA). The bid will be subject to Takeda and its affiliates owning at least 85% of the securities of TiGenix with voting rights or giving access to voting rights on a fully diluted basis, as well as the following conditions precedent: the absence of a material adverse effect occurring after the date of this announcement, Cx601 obtaining European Medicines Agency approval and expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in the USA. The European Medicines Agency approval for Cx601 is expected during the first half of 2018.

Consistent with its fiduciary duties and subject to review of the final bid prospectus, the bid is unanimously supported by TiGenix’ board of directors, who will provide its formal response to the proposed takeover bid in a response memorandum which it will issue in due course in accordance with the applicable legal provisions. Takeda and TiGenix entered into an offer and support agreement confirming TiGenix' support and the terms and conditions of the bid set forth in the press release of Takeda.

 “We believe the intended takeover bid of Takeda is a positive step for TiGenix’ security holders and reflects the true value of our dedication to patients over the last few years. We believe that TiGenix’s expertise would help accelerate Takeda’s ambition to develop novel stem cell therapies,” said Eduardo Bravo, chief executive of TiGenix, adding, “Takeda is a patient centric company that offers the best capabilities and resources to ensure access to Cx601 to patients worldwide.”



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