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TOPIC: Takeda To Acquire TIGenix

Takeda To Acquire TIGenix 05 Jan 2018 06:57 #10862

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See release this morning.

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Takeda To Acquire TIGenix 05 Jan 2018 11:47 #10863

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Thanks Rodney
Takeda's US headQ is just 5 miles from my house - it is in the same general location as Baxter, Astellas.

Good news for cell therapy.

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Takeda To Acquire TIGenix 05 Jan 2018 13:18 #10870

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Just as something to take note of since I have been in and out of Tigenix many times in the past- the purchase price was just 50% over market, which means swallowing big losses for initial shareholders since that means approx. 1,50 Euro for Euronext holders and TIG has been trading much higher in the past. It is a missed opportunity for folks in the US who acquired the ADR´s when they listed there and sold out of course.
Personally- I do not get hot or cold on the event- it is what it is. Something less to watch lets say :yep:

The announcement:

Expands Takeda's Late Stage Pipeline and Leadership in Gastroenterology

Acquisition Highlights

Deal reinforces Takeda's commitment to patients living with Inflammatory Bowel Disease (IBD), an area of high unmet medical need
Acquisition extends existing collaboration between Takeda and TiGenix to develop and commercialize Cx601 (darvadstrocel)
On December 15, 2017, the Committee for Medicinal Products for Human Use (CHMP) of the European Medicines Agency (EMA) adopted a positive opinion recommending marketing authorization for Cx601 for the treatment of complex perianal fistulas in Crohn's disease, one of the most disabling manifestations of the disease
A global, pivotal Phase III trial for U.S. registration has been initiated with investigational medicine Cx601 for the treatment of complex perianal fistulas in patients with non-active/mildly active luminal Crohn's disease
Acquisition would expand Takeda's late stage gastroenterology pipeline and strengthen presence in the U.S. specialty care market
Takeda Pharmaceutical Company Limited (TSE:4502) ("Takeda") today announced its intention to acquire TiGenix NV (Euronext Brussels and NASDAQ: TIG) ("TiGenix"), an advanced biopharmaceutical company developing novel stem cell therapies for serious medical conditions, and as a result has entered into an offer and support agreement with TiGenix which provides for a recommended potential voluntary public takeover bid for TiGenix. The Takeda agreement has the unanimous support of the TiGenix board of directors (including its CEO). The acquisition is a natural extension of an existing partnership agreement between Takeda and TiGenix, which aims to bring new treatment options to patients with gastrointestinal disorders.

"As a leader in gastroenterology, Takeda recognizes the complex physical, emotional and social barriers that people living with fistulizing Crohn's disease experience," said Andrew Plump, Chief Medical and Scientific Officer, Takeda. "Limited treatment options exist today and I believe we can be most effective in serving this population by working in collaboration with partners whose unique skill sets allow us to more efficiently explore innovative approaches, including stem cell therapies. I have had the opportunity to work alongside the TiGenix team throughout our collaboration and know that we have shared goals and varied, but complementary expertise. I am thrilled at the prospect of welcoming them as part of our organization."

In July 2016, Takeda and TiGenix entered into an exclusive ex-U.S. license, development and commercialization agreement for Cx601, the leading investigational therapy in TiGenix's pipeline. Cx601 is a suspension of allogeneic expanded adipose-derived stem cells (eASC) locally administered for the treatment of complex perianal fistulas in patients with non-active/mildly active luminal Crohn's disease, who have had an inadequate response to at least one conventional or biologic therapy. In December 2017, the CHMP of the EMA adopted a positive opinion recommending a marketing authorization for Cx601 in this indication, the first allogeneic stem cell therapy to achieve this. A decision from the EMA on the marketing authorization for Cx601 is expected in the first half of 2018.

Complex perianal fistulas are considered one of the most disabling manifestations of Crohn's disease and can cause intense pain, infection and incontinence.[2], Despite modern and surgical advancements, they currently remain challenging for clinicians to treat and can have a severe impact on the lives of those affected.[3]

A global, pivotal Phase III trial investigating Cx601 for the treatment of complex perianal fistulas in patients with non-active/mildly active luminal Crohn's disease has been initiated for U.S. registration. In the U.S., Takeda intends to work with the U.S. FDA to facilitate the development and potential approval of Cx601. Takeda is also exploring the steps required for regulatory filing of Cx601 for patients in Japan, Canada and emerging markets.

Through the potential voluntary public takeover bid, 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 its affiliates at an acquisition price of EUR 1.78 per share in cash and an equivalent price per American Depositary Share, warrant and convertible bond, representing a transaction value of approximately EUR 520 million on a fully diluted basis. The bid will be subject to certain conditions precedent as further described below.

Subject to its fiduciary duties and review of the final bid prospectus, the bid is unanimously supported by TiGenix's board of directors (including its CEO). Takeda and TiGenix entered into an offer and support agreement confirming TiGenix's support and the terms and conditions of the bid set forth in this press release. Gri-Cel S.A., holding 32,238,178 TiGenix shares, and its affiliate Grifols Worldwide Operations Ltd., holding 7,189,800 TiGenix shares in the form of American Depositary Shares, have irrevocably confirmed that they will tender their shares and American Depositary Shares into the potential public takeover bid.

Transaction terms

The acquisition is structured as an all cash voluntary public takeover bid by Takeda with respect to 100% of the securities with voting rights or giving access to voting rights of TiGenix that are not already owned by Takeda or its affiliates. The transaction is subject to the following conditions precedent: (i) the tender into the offer, in aggregate, of a number of securities that, together with all securities owned by Takeda and its affiliates, represents or gives access to 85% or more of the voting rights represented or given access to by all of the outstanding securities on a fully diluted basis as of the end of the first acceptance period, (ii) the absence of a material adverse effect occurring at any time after the date of this announcement, (iii) Cx601 obtaining marketing authorization in the E.U. from the European Medicines Agency (EMA) and (iv) the expiration, lapse or termination as appropriate of any applicable waiting periods (including any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in respect of the offer.

Following closing of the potential voluntary public takeover bid, Takeda intends to launch a squeeze-out if the applicable conditions for such squeeze-out are met to delist the shares of TiGenix from Euronext Brussels and NASDAQ. After the squeeze-out, TiGenix would become a wholly-owned subsidiary of Takeda.

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Board moderator and Site-owner. I still regret the day I started analysing the prospects of MacroPore (now Cytori) back in 2004- a left-over from the tech-bubble at that time from the century change in my portfolio- and became addicted to Cytori´s fat cell technology. :cry:

Takeda To Acquire TIGenix 05 Jan 2018 14:52 #10875

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This just came across the Briefing news service:

Cytori Therapeutics: Spike being attributed to rumor that a sell side shop is stating the company could be a M&A candidate (0.37 +0.10)

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Takeda To Acquire TIGenix 05 Jan 2018 15:07 #10877

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Pelace wrote: This just came across the Briefing news service:

Cytori Therapeutics: Spike being attributed to rumor that a sell side shop is stating the company could be a M&A candidate (0.37 +0.10)


Must be a lot more to the story than that! Who is Pelace?

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Takeda To Acquire TIGenix 05 Jan 2018 15:11 #10878

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With more cash on hand, CYTX can really fly!

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Takeda To Acquire TIGenix 07 Jan 2018 18:28 #10899

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Maxim is full of crap on this call. Big difference between an allogeneic cell company with a pending cell therapy approval and a autologous cell company with no clear path to approval. Consider this report from Maxim a gift or favor to Sabby, and nothing more, at the expense of retail investors who KNOW no better.

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Takeda To Acquire TIGenix 11 Jan 2018 11:51 #10956

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Looks like that fake news was a favor to Swissquote too, LOL: d18rn0p25nwr6d.cloudfront.net/CIK-0001095981/992db830-20fb-463b-87e3-0c26df2058ca.pdf Maxim pumps up so the underwriters sell out to dumb retail investors. No long term investors here just arbitrageurs.

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Takeda To Acquire TIGenix 11 Jan 2018 12:11 #10957

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Wall Street Titan wrote: Looks like that fake news was a favor to Swissquote too, LOL: d18rn0p25nwr6d.cloudfront.net/CIK-0001095981/992db830-20fb-463b-87e3-0c26df2058ca.pdf Maxim pumps up so the underwriters sell out to dumb retail investors. No long term investors here just arbitrageurs.


What are you talking about - Swissquote sold less than 3% of their holdings - still own over 11.5% - so what?
PS - how do you assess today's spike and volume?

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Takeda To Acquire TIGenix 11 Jan 2018 12:22 #10958

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Takeda To Acquire TIGenix 11 Jan 2018 13:21 #10959

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ruedhajan wrote: For more on Swissquote see www.difc.ae/public-register/swissquote-institutional-ltd


You are making reference to a subsidiary of Swissquote Bank - what's your point?

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Takeda To Acquire TIGenix 11 Jan 2018 13:22 #10960

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Once ownership falls below 10%, Form 4's are not required. These sales may have brought them below the 10% threshold. They probably dumped all shares based on all the volume that came from the Maxim takeover note (i.e. Fake News) and would only need to report while they are at or above 10%.

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Takeda To Acquire TIGenix 11 Jan 2018 13:35 #10961

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Wall Street Titan wrote: Once ownership falls below 10%, Form 4's are not required. These sales may have brought them below the 10% threshold. They probably dumped all shares based on all the volume that came from the Maxim takeover note (i.e. Fake News) and would only need to report while they are at or above 10%.


The only way that the sale of the 188,426 shares would have brought them under 10% is if the total o/s shares of CYTX increased by about 7 million shares - not very likely???

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Takeda To Acquire TIGenix 12 Jan 2018 10:30 #10968

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Don’t understand what your point is on this WST other than Swiss picking up a little cash on a small percentage of their holdings. Less than 200K shares when they are still holding more that 5 mil?
Seems like if big boys were flushing their holdings, the pps would be driven down to 0.20 or less. With the recent volume as high as it is, someone is buying and IMHO, can’t be all retail.

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Takeda To Acquire TIGenix 15 Jan 2018 09:42 #10969

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My point is simple. Although I don't know the exact share count, I will say with a high level of certainty that Swissquote is not a strategic investor. They are most likely backdoor underwriters and nothing more. Maxim put out bogus takeover speculation to help Swissquote and Sabby clean out their shares, IMHO.

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Takeda To Acquire TIGenix 17 Jan 2018 08:14 #10970

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Rodney
1. The Maxim research note is suggestive of CYTX a potential M and A candidate, but I think such an event, if comes, is not now. M and A is very much dependent on strategic fits and not based on low stock prices and market caps.
2. As I have pointed out before this Swissquote holding may transient, as it was in the last RO.
3. If there is pending news, I think STAR update, BARDA, clinicals in Fance and Japan would be next. STAR may probably be the one. CYTX would not hold back good news, if there is one. So, it is likely that the FDA may require another clinical trial for FDA filing. CYTX needs money and personnel to restart this program.

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Takeda To Acquire TIGenix 17 Jan 2018 08:27 #10971

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franshei wrote: Rodney
1. The Maxim research note is suggestive of CYTX a potential M and A candidate, but I think such an event, if comes, is not now. M and A is very much dependent on strategic fits and not based on low stock prices and market caps.
2. As I have pointed out before this Swissquote holding may transient, as it was in the last RO.
3. If there is pending news, I think STAR update, BARDA, clinicals in Fance and Japan would be next. STAR may probably be the one. CYTX would not hold back good news, if there is one. So, it is likely that the FDA may require another clinical trial for FDA filing. CYTX needs money and personnel to restart this program.


Franshei, even though Swissquote has sold a small portion of their shares, we do not know what their long-term goal may be re CYTX.

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