20 November 2013
TiGenix Raises EUR 12 million via a Private Placement of New Ordinary Shares
Leuven, Belgium – November 20, 2013, 8.30 a.m.–TiGenix NV (Euronext Brussels: TIG) today announces that on November 19, 2013, after the market closed, it has raised EUR 12 million through a private placement of 34.188.034 new ordinary shares with Gri- Cel S.A., a fully-owned subsidiary of global healthcare company Grifols S.A., at an issue price of EUR 0.351 per new share. The issue price is at least equal to the average closing price of TiGenix’ share on NYSE Euronext Brussels over the 30 day period preceding the date on which issuance of the new shares commenced (i.e. 19 November 2013).
In connection with this capital increase, the Board of Directors disapplied the preferential subscription rights of existing shareholders for the benefit of Gri-Cel. The capital increase was decided within the limits of the authorized share capital in accordance with article 6 of the articles of association of TiGenix NV. TiGenix does not intend to use the portion of the authorized capital remaining after issuance of the aforementioned new shares to issue any additional shares with cancellation of the preferential subscription right of the existing shareholders, except, as the case may be, for capital increases in the framework of the issuance of warrants.
The issuance of the new shares is expected to take place on November 22, 2013 provided TiGenix has timely received the proceeds of the private placement from Gri-Cel. The listing on NYSE Euronext Brussels of the new shares will be requested. In this respect, TiGenix will prepare and, after approval by the FSMA, publish a prospectus regarding the admittance of the new shares to trading on NYSE Euronext Brussels.
TiGenix intends to use the proceeds of the private placement mainly for advancing the Company’s Phase III clinical trial in complex perianal fistulas in patients with Crohn’s disease (Cx601) and for pursuing market access and reimbursement and advancing the commercial launch and roll out of ChondroCelect in selected European markets. It is expected that shortly after closing of the transaction two directors of TiGenix will be replaced by two directors proposed by Gri-Cel.
TiGenix will in the future offer to Gri-Cel the possibility to evaluate and negotiate potential partnering opportunities in relation to the development and the commercialization of TiGenix products other than ChondroCelect.
TiGenix NV (NYSE Euronext Brussels: TIG) is a leading European cell therapy company with a marketed cell therapy product for cartilage repair, ChondroCelect®, and a strong pipeline with clinical stage allogeneic adult stem cell programs for the treatment of autoimmune and inflammatory diseases. TiGenix is based out of Leuven (Belgium) and has operations in Madrid (Spain), and Sittard-Geleen (the Netherlands). For more information please visit www.tigenix.com.
Grifols is a global healthcare company with a 70-year legacy of improving people’s health and well being through the development of life-saving plasma medicines, hospital pharmacy products and diagnostic technology for clinical use.
As a leading producer of plasma medicines, Grifols has a presence in more than 100 countries and is the world leader in plasma collection, with 150 plasma donation centers across the U.S. Grifols is committed to increasing patient access to its life-saving plasma medicines through significant manufacturing expansions and the development of new therapeutic applications of plasma proteins. The company is headquartered in Barcelona, Spain and employs more than 11,000 people worldwide.
In 2012, Grifols’ sales exceeded €2,620 billion. The company’s class A shares are listed on the Spanish Stock Exchange, where they are part of the Ibex-35 (MCE:GRF). Its non-voting class B shares are listed on the Mercado Continuo (MCE:GRF.P) and on the U.S. NASDAQ via ADRs (NASDAQ: GRFS). For more information visit www.grifols.com.
This press release is for information purposes only and is not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy shares in the share capital of TiGenix NV (the “Company”). This announcement has been issued by and is the sole responsibility of the Company.
Certain statements in this press release, as well as oral statements that may be made by the Company or by officers, directors or employees acting on their behalf relating to the subject matter hereof, may be considered “forward-looking”. Such forward-looking statements are based on current expectations, and, accordingly, entail and are influenced by various risks and uncertainties. Forward-looking statements may be identified by references to strategy, plans, objectives, goals, future events or intentions. Forward-looking statements involve a number of known and unknown risks, uncertainties and other factors, many of which are difficult to predict and generally beyond the control of the Company. Forward looking statements may and often do differ materially from actual results. The Company therefore cannot provide any assurance that such forwardlooking statements will materialize. Additional information concerning risks and uncertainties affecting the business and other factors that could cause actual results to differ materially from any forward-looking statement is contained in the Company’s Annual Report. Forward-looking statements speak only as of the date they are made. The Company expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.