Takeda Announces Intention to Acquire TiGenix (2)

(1) Tender offeror Takeda Pharmaceutical Company Limited (2) Target company TiGenix NV (3) Class of shares to be acquired - all outstanding ordinary shares (with the exception of ordinary shares represented by American Depositary Shares); - all outstanding American Depositary Shares (each representing 20 ordinary shares); - all outstanding warrants to acquire ordinary shares; and - all outstanding convertible bonds. (4) Tender offer price EUR 1.78 per share (and an equivalent price per American Depositary Share, warrant and convertible bond) (5) Acquisition amount Approximately EUR 520 million (estimate) (Aggregate tender offer * The amount is an estimated amount calculated price) by multiplying the number of TiGenix's ordinary shares (on a fully diluted basis and excluding the shares owned by Takeda or its affiliates) by the tender offer price per share. It does not include advisory fees. (6) Payment Funding from existing cash balances (7) Period of tender offer To be determined, subject to regulatory approvals being obtained. (8) Minimum number of shares Consummation of the voluntary public takeover to be purchased bid will occur if a number of securities is tendered that, together with all securities owned by Takeda and its affiliates, represents or gives access to 85% or more of the voting rights represented or given access to by all of the outstanding securities on a fully diluted basis as of the end of the first acceptance period and other customary conditions precedent have been satisfied. (9) Financial advisor to Centerview Partners UK LLP Takeda (10) Legal counsel to Takeda DLA Piper UK LLP DLA Piper US LLP (11) Financial advisor to TiGenix Cowen and Company, LLC (12) Legal counsel to TiGenix Osborne Clarke CVBA Davis Polk & Wardwell LLP

Overview of TiGenix 

(1) Company name TiGenix NV (2) Headquarters Romeinse straat 12 box 2, 3001 Leuven, Belgium (3) Representative Eduardo Bravo, Managing Director and Chief Executive Officer (4) Business TiGenix is a biopharmaceutical company focused on the description development and commercialization of therapeutics from its platforms of allogeneic, or donor-derived, expanded stem cells (5) Share capital EUR 27,428,719 (6) Date of 21 February 2000 establishment (7) Major shareholders Gri-Cel, S.A./Grifols Worldwide and percentage Operations Ltd.** 14.4% of shares held* Cormorant Asset Management LLC 5.3% Takeda Pharmaceuticals International AG 4.2% JPMorgan Securities LLC 2.9% Others: BNP Paribas Investment Partners SA (8) Relationships between Takeda Capital relationship Investee Personnel relationship Not applicable Transactional relationship Licensor (9) Operating results and financial condition for the last three years (consolidated) Accounting period Fiscal year Fiscal year Fiscal year ended December ended December ended December 31, 2016 31, 2015 31, 2014 Net assets (EUR in thousands) 79,679 13,145 34,757 Total assets (EUR in thousands) 136,201 79,171 53,921 Net assets per share (EUR) 0.40 0.08 0.22 Revenue (EUR in thousands) 26,790 2,240 6,286 Operating profit (EUR in thousands) (3,027) (24,076) (12,563) Net profit/(loss) (EUR in thousands) 3,802 (35,069) (12,990) Net earnings/(loss) per share (EUR) 0.02 (0.21) (0.08)

*Gri-Cel, S.A. and Grifols Worldwide Operations Ltd. holding as per irrevocable undertaking given to Takeda. Cormorant Asset Management holding as per TiGenix Schedule 13G dated February 14, 2017. Cormorant Asset Management liquidation of 129,032 American Depositary Shares as per Cormorant Asset Management's filing Form 13F (OMB 3235-0006). Percentage of shares is calculated by dividing the respective shareholdings by the number of total shares outstanding of the target company of 274,287,190 as reported on November 30, 2017.

**The potential voluntary public takeover bid is supported by Gri-Cel S.A. and its affiliate Grifols Worldwide Operations Ltd. Gri-Cel S.A. and Grifols Worldwide Operations Ltd. have irrevocably confirmed that they will tender their shares and American Depositary Shares in the potential voluntary public takeover bid.

Change in ownership before and after acquisition 

(1) Number of shares already acquired 11,651,778 shares Percentage of voting rights: 4.2% of total shares outstanding (3.9% on a fully diluted basis) (2) Estimated number of shares to be acquired (on a fully diluted basis) 290,288,172 shares*** Percentage of voting rights: 96.1% (planned) (min. bid threshold is 85%) ***Excludes shares already held by Takeda or its affiliates.

Schedule 

(1) Governance meeting resolution January 4, 2018 (2) Support and Offer Agreement signature date January 5, 2018 (3) Commencement date and settlement To be determined, subject to regulatory date of the tender offer approvals being obtained. (4) Completion of acquisition To be determined, subject to regulatory approvals being obtained and completion or waiver of any conditions precedents.

Takeda Financial Outlook 

As the completion of the acquisition is expected to occur near the end of Q1 CY2018 or the beginning of Q2 CY2018, Takeda expects minimal impact on its FY2017 earnings. We will incorporate the financial impact in our FY2018 consolidated earnings forecast, which will be announced at the FY2017 year-end earnings conference in May 2018.

Takeda's Commitment to Gastroenterology 

Gastrointestinal (GI) diseases can be complex, debilitating and life-changing. Recognizing this unmet need, Takeda and our collaboration partners have focused on improving the lives of patients through the delivery of innovative medicines and dedicated patient disease support programs for over 25 years. Takeda aspires to advance how patients manage their disease. Additionally, Takeda is leading in areas of gastroenterology associated with high unmet need, such as inflammatory bowel disease, acid-related diseases and motility disorders. Our GI research & development team is also exploring solutions in celiac disease, advanced liver disease and microbiome therapies.

About Takeda Pharmaceutical Company 

Takeda Pharmaceutical Company Limited [https://www.takeda.com/investors ] is a global, research and development-driven pharmaceutical company committed to bringing better health and a brighter future to patients by translating science into life-changing medicines. Takeda focuses its R&D efforts on oncology, gastroenterology and neuroscience therapeutic areas plus vaccines. Takeda conducts R&D both internally and with partners to stay at the leading edge of innovation. Innovative products, especially in oncology and gastroenterology, as well as Takeda's presence in emerging markets, are currently fueling the growth of Takeda. Around 30,000 Takeda employees are committed to improving quality of life for patients, working with Takeda's partners in health care in more than 70 countries. For more information, visit https://www.takeda.com/newsroom.

Forward-Looking Statements 

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