TIGENIX NV THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL
4,149,286 shares were placed through an accelerated bookbuilding with institutional investors within the European Economic Area. Concurrently, 4,956,894 shares were subscribed for by Cormorant Global Healthcare Master Fund, LP. The New Shares represent 5.4% of the current number of outstanding shares, bringing the total number of shares outstanding after the issue to 177,295,557. The New Shares are expected to be admitted to trading on Euronext Brussels following their issuance, which is expected to take place on or about 27 November 2015, provided that TiGenix has timely received the proceeds of the private placement from the investors. KBC Securities NV acted as sole Bookrunner for the accelerated bookbuilding, which was oversubscribed.
The net proceeds of the private placement will be used by TiGenix to advance in the Cx601 marketing authorization approval process in Europe and the technology transfer of Cx601 to Lonza, a U.S.- based contract manufacturer, to enable the launch of the future phase III study of Cx601 in the U.S.
'We are very pleased to announce the successful completion of this private placement among institutional investors, some of which are biotech healthcare funds, which confirms the confidence of specialized investors in TiGenix' strategy.', said Claudia D'Augusta, CFO of TiGenix.
TiGenix
Claudia D'Augusta Chief Financial Officer T: +34 91 804 92 64
claudia.daugusta@tigenix.com
TiGenix NV (Euronext Brussels: TIG) is an advanced biopharmaceutical company focused on developing and commercialising novel therapeutics from its proprietary platforms of allogeneic, or donor-derived, expanded stem cells. Two products from the adipose-derived stem cell technology platform are currently in clinical development. Cx601 is in Phase III for the treatment of complex perianal fistulas in Crohn's disease patients. Cx611 has completed a Phase I sepsis challenge trial and a Phase I/II trial in rheumatoid arthritis. Effective July 31, 2015, TiGenix acquired Coretherapix,
whose lead cellular product, AlloCSC-01, is currently in a Phase II clinical trial in acute myocardial infarction (AMI). In addition, the second product candidate from the cardiac stem cell-based platform acquired from Coretherapix, AlloCSC-02, is being developed in a chronic indication. TiGenix also developed ChondroCelect, an autologous cell therapy product for cartilage repair of the knee, which was the first Advanced Therapy Medicinal Product (ATMP) to be approved by the European Medicines Agency (EMA). From June 2014, the marketing and distribution rights of ChondroCelect were exclusively licensed to Sobi for the European Union (except for Finland, where it is distributed by the Finnish Red Cross Blood Service), Norway, Russia, Switzerland and Turkey, and the countries of the Middle East and North Africa. TiGenix is headquartered in Leuven (Belgium) and has operations in Madrid (Spain).
This document may contain forward-looking statements and estimates with respect to the anticipated future performance of TiGenix and the market in which it operates. Certain of these statements, forecasts and estimates can be recognised 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 the Company's control. Therefore, actual results, the financial condition, performance 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 document. TiGenix disclaims any obligation to update any such forward-looking statement, forecast or estimates to reflect any change in the Company'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 INFORMATION REGARDING THE PLACEMENT
This press release is for information purposes only and does not constitute, and should not be construed as, an offer to sell or the solicitation of an offer to buy or subscribe to any securities of the Company, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale is not permitted or to any person or entity to whom it is unlawful to make such offer, solicitation or sale. There will be no public offering of the New Shares or any other securities for sale in or into Belgium, the United States, Canada, Australia or Japan or in any jurisdiction in which such offer, solicitation or sale is unlawful. This announcement has been issued by and is the sole responsibility of the Company.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
These materials are not for distribution, directly or indirectly, in or into Canada, Australia and Japan or any other jurisdiction where to do so would constitute a violation of the relevant securities law of such jurisdiction. Any failure to comply with the above restrictions may constitute a violation of Australian, Canadian or Japanese securities laws. The distribution of this document in other jurisdictions may be restricted by law, and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions.
In Member States of the European Economic Area, the New Shares are being offered only to qualified investors within the meaning of Directive 2003/71/EC, as amended, in accordance with the respective regulations of each Member State in which the New Shares are being offered.
This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom to whom it may be lawfully communicated or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order') or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, including persons falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as 'relevant persons'). The New Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
KBC Securities NV (the 'Bookrunner'), is acting exclusively for the Company and no one else in connection with the placement and will not be responsible to any other person for providing the protections afforded to clients of the Bookrunner or for providing advice in relation to the placement, the New Shares or any other transaction, matter or arrangement referred to in this announcement.
Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the New Shares.
In connection with the placement, the Bookrunner and any of its affiliates, acting as investors for their own accounts, may subscribe for or purchase securities and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and any other securities of the Company or related investments in connection with the shares, the Company or otherwise. The Bookrunner does not intend to disclose the extent of any such investment or transactions except where required by law.
None of the Bookrunner or any of its directors, officers, employees, advisers or agents accepts any responsibility, duty or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or the shares, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
This announcement cannot be used as a basis for any investment agreement or decision. The Company is not liable if the aforementioned restrictions are not complied with by any person.
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