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12/1/2009 1:43:16 PM
Leuven (BELGIUM) – December 1, 2009 - TiGenix announces the successful closing
of the acquisition of Orthomimetics Limited, a privately held medical technology
company based in Cambridge, the United Kingdom.
Further to the press release of 16th November, TiGenix now announces that it has acquired
all of the 3,286,438 shares in Orthomimetics at a value of EUR 16,262,338
The shareholders of Orthomimetics Limited have contributed 2,605,752 Orthomimetics
shares, valued at 12.9 million to TiGenix in exchange for 3,010,589 new TiGenix shares and
sold 680,686 Orthomimetics shares, valued at EUR 3.4 million to TiGenix. The payment of
the purchase price for these 680,686 shares in Orthomimetics Limited was deferred, as a
result of which the shareholders involved have a receivable on TiGenix of EUR 3.4 million,
which will, following possible downward adjustments, be contributed in kind by TiGenix on
November 13, 2010 (approximately 32%) and March 30, 2012 (approximately 68%) in
exchange for new shares in TiGenix at an issuance price of 4.28 EUR per new share.
The Orthomimetics shareholders that have received TiGenix shares agreed to a lock-up
period until 31 October 2010 that could be lifted earlier with the prior written consent of
The new TiGenix shares will be admitted to trading on the NYSE Euronext Brussels.
Following this transaction, the total number of shares outstanding is 29,450,888. A
maximum of 789,020 new TiGenix shares could be created and admitted to trading by
March 30, 2012.
With the acquisition of Orthomimetics, TiGenix broadens its biomaterials expertise and
enlarges its commercial offering with Chondromimetic, an off-the-shelf, resorbable implant
for the minimally invasive repair of small osteochondral defects.