The combined group will have at least a € 33 M cash position, two marketed products and a promising pipeline in the stem cell therapy arena.

TiGenix NV and Cellerix SA, a privately held company based in Spain, announce that they have entered into a contribution agreement to combine the operations of both companies by means of a share for share exchange. TiGenix also announces its intention to raise approximately EUR 15 million through a public rights offering, of which EUR 10 million has already been secured via pre-commitments. Together with a EUR 18 million capital increase by Cellerix investors prior to the transaction, the combined group is expected to have a proforma cash position of at least EUR 33 million at closing.

The combination is to be effected pursuant to the terms of the contribution offer, valuing Cellerix at approximately EUR 58 million, including Cellerix’ expected cash position of about EUR 18 million.

The transaction is subject to the approval of the contribution by TiGenix shareholders at an extraordinary shareholders’ meeting (“ESM”) to be convened by the Board of TiGenix. The transaction is also subject to certain other conditions, including the approval by the Belgian Banking, Finance and Insurance Commission (“Commissie voor het Bank-, Financie- en Assurantiewezen or CBFA”) of the prospectus.

At the ESM, TiGenix shareholders will also be asked to approve the appointment, with effect as of the completion of the contribution, of a new board of directors of TiGenix consisting of a total of up to nine members, including the current CEOs of the two companies. Other proposed board members will be former Cellerix directors Joël Jean-Mairet, representing Ysios Capital Partners, Eduard Enrico Holdener, independent director and Mounia Chaoui-Roulleau, representing Ventech; former TiGenix directors Willy Duron, independent director and Koenraad Debackere, representing KULeuven R&D; and new director Nico Vandervelpen, representing LRM. One additional independent director remains to be proposed.

Following the completion of the contribution, it is anticipated that the executive leadership team consists of Eduardo Bravo as managing director and Chief Executive Officer, Gil Beyen as managing director and Chief Business Officer, Claudia D’Augusta as Chief Financial Officer and Wilfried Dalemans as Chief Technical Officer.

Kempen & Co Corporate Finance is acting as TiGenix’ sole financial advisor on the combination, and as joint bookrunner, together with KBC Securities, on the public rights offering. Piper Jaffray is acting as financial advisor to Cellerix.

Tigenix gained € 0,06 to € 1,46 on the date of announcement.