TiGenix Raises $35.65 Million Gross Proceeds With NASDAQ IPO

Leuven (BELGIUM) - December 15, 2016, 3:00h CET - TiGenix NV (Euronext Brussels: TIG; “TiGenix”), an advanced biopharmaceutical company focused on developing and commercializing novel therapeutics from its proprietary platforms of allogeneic expanded stem cells, announced today the pricing of its initial public offering in the United States (the “Offering”) totalling $35.65 million gross proceeds from the sale of 2,300,000 American Depository Shares (“ADSs”), representing 46,000,000 ordinary shares, at a price to the public of $15.50 per ADS.

In connection with the Offering, TiGenix has granted the underwriters a 30-day option to purchase up to an additional 345,000 ADSs, representing 6,900,000 ordinary shares, to cover over-allotments, if any.

The closing of the Offering is expected to occur on December 20, 2016, subject to the satisfaction of customary closing conditions.

Each of the ADSs offered represents the right to receive twenty (20) ordinary shares.

TiGenix’s ordinary shares are currently listed on Euronext Brussels. The ADSs are expected to begin trading on NASDAQ on December 15, 2016 under the symbol “TIG”.

BofA Merrill Lynch and Cowen and Company, LLC are acting as joint book-running managers, Canaccord Genuity is acting as lead manager and BTIG is acting as co-manager for the Offering.

The Offering of ADSs will be made only by means of a prospectus. A copy of the final prospectus, when available, can be obtained from BofA Merrill Lynch, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, Attn: Prospectus Department, Email: dg.prospectus_requests@baml.com and from Cowen and Company LLC, c/o Broadridge Financial Services, 1155 Long Island Avenue, Edgewood, NY 11717, Attn: Prospectus Department, by telephone at (631) 274-2806 or by fax at (631) 254-7140.

A registration statement relating to these securities was filed with and declared effective by the U.S. Securities and Exchange Commission on December 14, 2016. The registration statement can be accessed through the SEC’s website at www.sec.gov.

This press release is for information purposes only and does not constitute, and should not be construed as, an offer to sell or the solicitation of an offer to buy or subscribe to any securities of TiGenix, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale is not permitted or to any person or entity to whom it is unlawful to make such offer, solicitation or sale. This press release is not for publication or distribution, directly or indirectly, in or into any state or jurisdiction into which doing so would be unlawful.

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Forward-looking information
This press release may contain forward-looking statements and estimates with respect to the anticipated future performance of TiGenix and the market in which it operates. Certain of these statements, forecasts and estimates can be recognised by the use of words such as, without limitation, “believes”, “anticipates”, “expects”, “intends”, “plans”, “seeks”, “estimates”, “may”, “will” and “continue” and similar expressions. They include all matters that are not historical facts. Such statements, forecasts and estimates are based on various assumptions and assessments of known and unknown risks, uncertainties and other factors, which were deemed reasonable when made but may or may not prove to be correct. Actual events are difficult to predict and may depend upon factors that are beyond TiGenix’s control. Therefore, actual results, the financial condition, performance or achievements of TiGenix, or industry results, may turn out to be materially different from any future results, performance or achievements expressed or implied by such statements, forecasts and estimates. Given these uncertainties, no representations are made as to the accuracy or fairness of such forward-looking statements, forecasts and estimates. Furthermore, forward-looking statements, forecasts and estimates only speak as of the date of the publication of this press release. TiGenix disclaims any obligation to update any such forward-looking statement, forecast or estimates to reflect any change in TiGenix’s expectations with regard thereto, or any change in events, conditions or circumstances on which any such statement, forecast or estimate is based, except to the extent required by applicable law.

IMPORTANT INFORMATION
No public offering will be made and no one has taken any action that would, or is intended to, permit a public offering in any country or jurisdiction, other than the United States, where any such action is required, including in Belgium. Belgian investors, other than qualified investors within the meaning of the Belgian Act of 16 June 2006 on the public offering of securities and the admission of securities to be traded on a regulated market (the “Belgian Prospectus Act”), will not be eligible to participate in the offering (whether in Belgium or elsewhere). The transaction to which this press release relates will only be available to, and will be engaged in only with, in member states of the European Economic Area, persons falling within the meaning of Article 2(1)(e) of the Prospectus Directive 2003/71/EC as amended by Directive 2010/73/EU, and in the United Kingdom, investment professionals falling within article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), persons falling within article 49 (2), (a) to (d) of the Order and other persons to whom it may lawfully be communicated. A prospectus will be prepared by the TiGenix in accordance with Article 20 of the Belgian Prospectus Act for the purpose of having the new shares that will be represented by the ADSs admitted to trading on Euronext Brussels.