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DISCLAIMER – IMPORTANT
THE FOLLOWING WEBPAGES CONTAIN MATERIALS THAT ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT, DOMICILED OR PHYSICALLY PRESENT IN, AND MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON, DIRECTLY OR INDIRECTLY, EITHER IN WHOLE OR IN PART IN, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, THE UNITED STATES OF AMERICA AND ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS NOTICE REQUIRES YOU TO CONFIRM AND ACKNOWLEDGE CERTAIN STATEMENTS (INCLUDING THAT YOU ARE NOT RESIDENT, DOMICILED OR PHYSICALLY PRESENT IN ANY SUCH JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS AREA OF THE WEBSITE.
The following webpages contain information and materials relating to the voluntary public takeover bid in cash (the "Takeover Bid") that Takeda Pharmaceutical Company Ltd. ("Takeda") intends to launch for TiGenix NV’s ("TiGenix") ordinary shares (the "Shares") and warrants to subscribe for Shares ("Warrants") not yet owned (directly or indirectly) by Takeda and may be consulted exclusively by investors who have access in Belgium to a copy of the takeover prospectus that has been legally distributed in Belgium. The Takeover Bid is only made in Belgium, and no steps have been or shall be made to obtain authorisation to distribute the takeover prospectus in jurisdictions outside Belgium. Reproduction of the electronic version of the takeover prospectus on another website or at any other location, or its reproduction in printed form with a view to the distribution thereof in any way is expressly forbidden.
CONCURRENTLY WITH THE TAKEOVER BID IN BELGIUM, THE BIDDER INTENDS TO LAUNCH A VOLUNTARY PUBLIC TAKEOVER BID IN THE UNITED STATES (THE "U.S. OFFER") RELATING TO ALL AMERICAN DEPOSITARY SHARES ("ADSS"), SHARES AND WARRANTS OF TIGENIX. THE U.S. OFFER HAS NOT YET COMMENCED. AT THE TIME THE U.S. OFFER IS COMMENCED, SECURITY HOLDERS OF TIGENIX ARE URGED TO READ THE OFFER DOCUMENTS WHICH WILL BE AVAILABLE AT WWW.SEC.GOV. THE U.S. OFFER WILL ONLY BE MADE PURSUANT TO AN OFFER TO PURCHASE AND RELATED MATERIALS. AT THE TIME THE U.S. OFFER IS COMMENCED, TAKEDA WILL FILE, OR CAUSE TO BE FILED, A TENDER OFFER STATEMENT ON SCHEDULE TO WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ("SEC") AND THEREAFTER, TIGENIX WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, IN EACH CASE WITH RESPECT TO THE U.S. OFFER. HOLDERS OF ADSS, SHARES AND WARRANTS WHO WISH TO PARTICIPATE IN THE U.S. OFFER, ARE URGED TO CAREFULLY REVIEW THE DOCUMENTS RELATING TO THE U.S. OFFER THAT WILL BE FILED BY TAKEDA WITH THE SEC SINCE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE U.S. OFFER. HOLDERS OF ADSS, SHARES AND WARRANTS WHO WISH TO PARTICIPATE IN THE U.S. OFFER, ARE ALSO URGED TO READ THE RELATED SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 THAT WILL BE FILED WITH THE SEC BY TIGENIX RELATING TO THE U.S. OFFER SINCE IT WILL CONTAIN IMPORTANT INFORMATION. YOU MAY OBTAIN A FREE COPY OF THESE DOCUMENTS AFTER THEY HAVE BEEN FILED WITH THE SEC, AND OTHER DOCUMENTS FILED BY TIGENIX AND TAKEDA WITH THE SEC, AT THE SEC’S WEBSITE AT WWW.SEC.GOV. IN ADDITION TO THE OFFER AND CERTAIN OTHER TENDER OFFER DOCUMENTS, AS WELL AS THE SOLICITATION/RECOMMENDATION STATEMENT, TIGENIX FILES REPORTS AND OTHER INFORMATION WITH THE SEC. YOU MAY READ AND COPY ANY REPORTS OR OTHER INFORMATION FILED BY TIGENIX AT THE SEC PUBLIC REFERENCE ROOM AT 100 F STREET, N.E., WASHINGTON, D.C. 20549. PLEASE CALL THE SEC AT 1-800-SEC-0330 FOR FURTHER INFORMATION ON THE PUBLIC REFERENCE ROOM. TIGENIX’S FILINGS AT THE SEC ARE ALSO AVAILABLE TO THE PUBLIC FROM COMMERCIAL DOCUMENT-RETRIEVAL SERVICES AND AT THE WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV.
This area of the website and the information contained herein are not intended for, and may not be accessed by, or distributed or disseminated to, persons resident, domiciled or physically present in Australia, Canada, Japan, South Africa, the United States or any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction and do not constitute an offer to purchase or the solicitation of an offer to sell, any securities of TiGenix in Australia, Canada, Japan, South Africa, the United States or in any other jurisdiction in which such offer, solicitation, purchase or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
It is your responsibility to inform yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view materials on this area of the website or are in any doubt as to whether you are permitted to view these materials, please exit this website.
Access to electronic versions of these materials is being made available on this website by TiGenix in good faith and for information purposes only. TiGenix reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this area of the website. In addition, the contents of this area of the website may be amended at any time in whole or in part at the sole discretion of TiGenix.
This notice shall be governed by, and interpreted in accordance with, Belgian law.
By clicking "I agree" you confirm and certify that (i) you have read and understood the foregoing, (ii) you are a person that is not resident, domiciled or physically present in Canada, Australia, Japan, South Africa or the United States and (iii) you agree not to distribute the takeover prospectus and any other information on the following webpages directly or indirectly in or into Canada, Australia, Japan, South Africa, the United States or in any other jurisdiction in which such distribution would be prohibited by applicable law, and agree to comply with all of the terms and restrictions set out in this notice.