Davis Polk is advising TiGenix in connection with its entry into an offer and support agreement with Takeda Pharmaceutical Company Limited, pursuant to which Takeda will make a public tender offer in Belgium and the United States to purchase all of the shares, ADSs, warrants and convertible bonds of TiGenix. The price offered for each share validly tendered into the tender offer will be €1.78 in cash and the price offered for each ADS validly tendered into the tender offer will be an amount in U.S. dollars or in euros (payable in U.S. dollars), as decided by Takeda, equivalent to the price per share, adjusted for the ratio of the number of shares underlying each ADS of 20:1. The tender offer will commence after Takeda’s Belgian tender offer document and TiGenix’s related response memorandum are approved by the Belgian Financial Services and Markets Authority.

TiGenix is an advanced biopharmaceutical company developing novel therapies for serious medical conditions by exploiting the anti-inflammatory properties of allogeneic, or donor-derived, expanded stem cells. TiGenix is headquartered in Leuven, Belgium, and has operations in Madrid, Spain, and Cambridge, Massachusetts.

The Davis Polk corporate team includes partners Michael J. Willisch and Daniel Brass and associates Michael Gilson and Jose Lucena-Rebollo. Counsel Mary K. Marks and associate Ricardo Muniz-Almeyda are providing antitrust and competition advice. Members of the Davis Polk team are based in the Madrid, New York and Washington DC offices.