TiGenix_Investor_Presentation

47
TiGenix NV IPO Roadshow Presentation March 2007 Gil Beyen CEO Frank Hazevoets CFO

Transcript of TiGenix_Investor_Presentation

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TiGenix NV IPO Roadshow Presentation

March 2007

Gil BeyenCEO

Frank HazevoetsCFO

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Important Notice

This presentation and any material distributed in connection with this presentation do not constitute an offer or invitation, or solicitation of an offer, to subscribe for or purchase any securities, and neither this presentation nor any material distributed in connection with this presentation or anything contained herein shall form the basis of any contract or commitment whatsoever. This presentation, any material distributed in connection with this presentation or any information contained herein are being furnished to you solely for your information and may not be reproduced, disclosed or redistributed to any other person or published, in whole or in part. In particular, neither this presentation nor any material distributed in connection with this presentation nor any copy hereof may be taken or transmitted to, or distributed directly or indirectly in, the United States or to any resident thereof or to any “U.S. Person" as such term is defined in the U.S. securities act of 1933. Additionally, this document may not be distributed in Canada, Australia or Japan.This presentation and any accompanying material are for distribution in the United Kingdom only to (i) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons"). This presentation and any accompanying material are directed only at Relevant Persons and may not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this presentation and any accompanying material relate is available only to Relevant Persons and will be engaged in only with Relevant Persons. The distribution of this presentation and any accompanying material in other jurisdictions may be restricted by law and persons into whose possession this presentation and any accompanying material come should inform themselves about, and observe, any such restrictions. By accepting this presentation and any accompanying material , you agree to be bound by the foregoing limitations.Neither TiGenix, nor any of its officers, employees, advisers, or agents, nor Piper Jaffray and ING make any representation or warranty, express or implied, as to any matter or as to the truth, accuracy, or completeness of any statement made in this presentation, made in conjunction therewith or in any accompanying materials or made at any time, orally or otherwise, in connection with the matters referred to herein and all liability (in negligence or otherwise) in respect of any such matter or statements is expressly excluded (except only in the case of fraud).Piper Jaffray and ING are acting as lead managers in relation to the proposed equity fund raising and are not acting for any other person and will not regard any other person (whether or not such person is present at the presentation) as their customer in relation to the offering and will not be responsible to anyone other than TiGenix for providing the protections afforded to their customers or for providing advice in relation to the proposed offering.

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Prospectus

If you intend to participate in the proposed offering, you are reminded that any such participation is to be made solely on the basis of the information contained in the final prospectus of TiGenix (and any addenda thereto, as the case may be). Before making an investment in the shares, you should carefully read the entire prospectus and should give particular attention to the risk factors set forth therein.When making any application or acceptance to acquire any shares or other securities in TiGenix, no reliance is to be placed on the information contained in this presentation and any material distributed in connection with this presentation (other than the prospectus), which in itself is not to be construed as an offer or invitation, or solicitation of an offer, to subscribe for or purchase any securities and shall not form the basis of any contract or commitment whatsoever. The Dutch and English version of the prospectus and the French summary of the prospectus are available to investors at no cost at the registered office of TiGenix, at the counters of ING Belgium NV/SA, Marnixlaan 24, 1000 Brussels, telephone numbers +32 (0)2 464 60 01 (Dutch), +32 (0)2 464 60 02 (French) or +32 (0)2 464 60 03 (English) and Petercam NV/SA, Sint-Goedeleplein 19, 1000 Brussels, telephone number +32 (0)2 229 64 46, and at the following websites: www.tigenix.com, www.ing.be, www.petercam.be and on the websites of Euronext.

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Introduction

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Investment case

TiGenix is a late-stage biomedical company focused on regenerative treatments for damaged and osteoarthritic joints

unique expertise in joint and cartilage biologyclear focus on a major unmet medical needbridging the gap between pain relief and joint replacement

Product with successful Phase III data in cartilage repair demonstration of clear structural superiority over standard of careproduct set for registration in US and EUtargeting addressable market of more than 1 bn EUR

Innovative treatments in pipelinestrategic collaboration with FAB for next generation 3D productscope to broaden indications into osteoarthritic joints and meniscal repair

Backed up by solid IP and experienced management team

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Founded 2000, spin-off of Universities of Leuven & Gent

Founders Prof. Frank Luyten, MD, PhD & Gil Beyen, MBA

Management Gil Beyen, CEO Arthur D. LittleHeico Breek, Commercial Dev. HMR, AventisLuc Dochez, Business Development ADL, MethexisFrank Hazevoets, CFO ING, Puilaetco, InbevKoen Huygens, QA Operations Schering-PloughPeter Tomme, R&D Tibotec, Galapagos Nancy Veulemans, Clinical & Reg. AHP, BMS, Clintrials

Team 45 people of which 10 MD and/or PhD

Governance Board of Directors, chaired by Prof Koenraad Debackere

Scientific Advisory Board, chaired by Frank Luyten

Experienced team

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Market

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Meniscus trauma

Osteoarthritis

Cartilage defects

Articular cartilage

Outermeniscus

InnerMeniscus

Femur

Tibia

Clear focus: joint function

>2 million articular cartilage defects diagnosed per year*

~130,000 grade 3-4 cartilage defects per year*

2.2 million menisci removed or partially removed per year*

2.5 to 5% of adult population inWestern world has

symptomatic knee OA

* Europe and US

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Sev

erity

of s

ympt

oms

Time: duration of symptoms

Symptom relief Replacement

Joint replacement

Joint revision

Adapt lifestyle

NutraceuticalsPain killers &

DebridementMicrofracture

HA-injections

Current treatments

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Regenerative solutions to bridge the gap

Regeneration

Sev

erity

of s

ympt

oms

Time: duration of symptoms

Symptom relief Replacement

Joint replacement

Joint revisionGAP

Biological solutions for durable regeneration

Adapt lifestyle

NutraceuticalsPain killers &

DebridementMicrofracture

HA-injections

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3. Implantation

1. Biopsy

2. Cell culture

?Stable cartilage

Fibrous repair tissue

First: Autologous Chondrocyte Implantation (ACI)

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Primary addressable market(1)

130,000 eligible patients

> €1.0 billion opportunity

Cartilage damage(in otherwise healthy knee)

1.2 million knee arthroscopies65%

24%

Grade 3-4* cartilage defects

Grade 1-2*cartilagedefects

Other

Notes (1) US and EU * ICRS gradingSource: Aroen e.a., 2004; Johnsson e.a, 2004; Prismant database2003, NL; Vital Health Stats US, 1998; Eurostat EU; Jackson e.a. 2001

11%

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Potent, characterised cells forming stable cartilage

Key drivers for market success

Clinical validation

Efficient manufacturing & supply

Ease of use and broad indication

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ChondroCelect

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ChondroCelect®

Validated medicinal productFirst of a new class!

From ACI to CCI

Cell Culture Service

CCI =Characterised Chondrocyte

Implantation

Non-Characterised Cells Characterised Cells

ACI =Autologous Chondrocyte

Implantation

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16 Dell’Accio et al, A&R, 2001

ChondroCelect® utilises proprietary technology to produce and characterise cells that are capable of generating stable cartilage

Forming stable cartilage: ChondroCelect®

Unsuccessful Cartilage Repair Successful Repair

ChondroCelect®

Vascular invasion & bone formation

Stable cartilageFibrous tissue

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ChondroCelect® key IP

Stable cartilage

Non-stable

150 positivemarkers

60 negativemarkers

Comparison of populations that pass and fail proprietary in-vivo assay on gene expression profiles

Pos2

Pos1

Pos3

Pos4

Neg1

Neg2

ChondroCelect®

score

Pos2

Pos1

Pos3

Pos4

Neg1

Neg2

ChondroCelect® is based on a proprietary molecular profile of stable cartilage forming cells.

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His

tolo

gy s

core

ChondroCelect score-5 -3 -1 1 3 5

0

1

2

3

Differentiated, hyaline-like cartilage

ChondroCelect

Fibrous or no tissue

Non-ChondroCelect

0

ChondroCelect® cells characterised by in-vivo potency

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Primary endpoint: superiority on structural repair at 12 months vs. microfracture AND clinical non-inferiority at 12 and 18 months

118 patients treated in nine Belgian and three international centres

5 year patient follow-up to establish long term clinical benefit

State-of-the-art trial management and monitoring

Preparing for central approval track at EMEA and FDA

Prospective Randomized Controlled Trial of ChondroCelect® versus Microfracture in the

Repair of Symptomatic Cartilage Defects of the Knee

Clinical validation: landmark trial

Primary endpoint reached

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Study Objectives/Hypothesis

0

5

10

15

20

25

30

35

40

BL 6m 12m 18m 24m 30m 36m 42m 48m 52m 60m

Impr

ovem

ent f

rom

bas

elin

e

Months FU: Baseline Short-term Long-term

MicrofractureChondroCelect

L/T Clinicalbenefit

Superiority on structural repair parameters at 12 months as precursor of

L/T clinical benefit

Non-inferiority on S/T clinicaloutcome

Primary endpoints Secondary endpoints

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Primary Efficacy - Structural OutcomeCC is superior to MF on both primary efficacy parameters for structural repair

0

0.2

0.4

0.6

0.8

1

1.2

Microfracture CCI

Mea

n S

um o

f Rat

ios

P = 0.003

0

20

40

60

80

Microfracture CCI

Mea

n H

isto

logy

Sco

re (V

AS

, mm

)

P = 0.012

ChondroCelect ChondroCelect

* Sum of staining intensities for Collagen II and Safranin-O, indicators of characteristics of hyaline-like cartilage

° Mean histological scores (ICRS2) of two blinded histopathologists

Histomorphometry Overall Histology

°

*

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0

5

10

15

20

25

30

Mea

n im

prov

emen

t fro

m B

L

Overall° Pain Symptoms ADL Sports QoL

Knee Injury and Osteoarthritis Outcome Score (KOOS)

KOOS: improvement from baseline at average of 12 & 18 months

Primary Efficacy – Short-term Clinical OutcomeAt 12 and 18 months, CC is as good as MF on all KOOS domains

° Average of all KOOS domains , except Sports

MicrofractureChondroCelect

° Average of all KOOS domains , except Sports

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20

25

30

35

40

45

50

55

60

65

Qua

lity

of L

ife d

omai

n of

the

KO

OS°

Baseline 6 months 12 months 18 months

P = 0.0002

% Improvementfrom Baseline:

60% 88%P < 0.0001

N= 61 51 59 51 55 51 51 44

Example: evolution of Quality of Life during the first 18 months post-surgery follow-up

MicrofractureChondroCelect

Secondary Efficacy – Evolution Clinical OutcomeDuring first 18 months, the CC group showed stronger clinical improvement

° Average of all KOOS domains , except Sports

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Additional results

Subgroup of patients with less than 2 years since onset of symptoms have statistically superior clinical improvement at 18 months

Clinical outcome at 12 & 18 months is positively correlated with the ChondroCelect gene score

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Trial conclusions

The multiple primary endpoint was reached

The use of characterised chondrocytes in autologous cartilage repair represents a new class of treatment which is associated with superior structural repair of cartilage tissue, compared to microfracture. In the short-term, the risk-benefit profile for ChondroCelect and microfractureappears to be similar, and supporting a first-line use.

Long-term data will need to confirm the durability of repair. Patients in the study will be followed up to 5 years

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Regulatory approval

Well-positioned for regulatory approvals

First to go for central approval at EMEA (as cell therapy medicinalproduct)

Study designed according to FDA guidelines for cell therapy products (in view of approval for first line treatment)

Process for regulatory approvals has been initiated:

EMEA: MAA filing anticipated in H1 07

FDA: BLA filing targeted in 2008

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Reimbursement

Currently no systematic reimbursement for ACI products in Europe due to lack of robust data from controlled clinical trials

TiGenix following medicinal products reimbursement route

In US, Carticel currently reimbursed by 85% of payers (private and public health care coverage)

Company will engage with payers in 2007 to optimise reimbursementstrategy

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Commercialisation strategy

EU strategyCompassionate use at selected reference centres prior to launchReference centre approachDirect sales team, complemented by local partnersLaunch anticipated in 2008

US strategyManufacturing in JV with local partnerReference centre approachDirect sales team, complemented by local partnersA strategic alliance with a specialised orthobiologics player may beconsidered for the launch of the next generation product

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Potent, characterised cells forming stable cartilage

Key drivers for market success

Clinical validation

Efficient manufacturing & supply

Ease of use and broad application

Demonstrated potency; quality controlledProtected by solid IP

Well designed, rigorous pre-clinical and clinical studiesNecessary to convince medical community, regulators and payers

Rapid & effective process for cell extraction, expansion and delivery

Minimally invasive surgeryApplicable in joints affected by early OA

ChondroCelect®

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Development portfolio

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Pipeline

Increase ease of use and patient friendliness

Bro

aden

indi

catio

n

ChondroCelect®

Validated medicinal

product

ChondroCelect-3DCombination product

Stem cell

therapies

MeniscoCelect

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Agreement with Fidia Advanced Biopolymers for development of next generation ChondroCelect:

Implantable 3D construct for minimally invasive/arthroscopic procedureHyalograft scaffold has been used in over 4000 patientsCombination of ‘best cells and best scaffold’

No stitch approach opens perspective to treat focal defects in OA

Next generation: ChondroCelect 3D

Membrane 3D scaffold

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Development portfolio

Developmentof potency

assay

Productcharacter-

isation

Traumaticmeniscus lesionsMeniscoCelect

Cartilage defectsin (early) OA

1)Articular cartilage defects

ChondroCelect-3D1)

Articular cartilage defectsChondroCelect

Registration & launch

Clinicaldevelopment

PreclinicaldevelopmentIndicationProduct

1) Combination of ChondroCelect with proven biomaterial (Hyalograft C) may allow faster start of pivotal clinical development

LEGEND: Development steps completed

Development steps to be completed

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Financials

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Cash provided and used pre-IPO

USED

CASH

22.1 mio.

7.7 mio.

A Round

B Round

€ 29.8 mio.

30 M cash provided :Incorporated in February 2000 – Two seed roundsTwo financing rounds (A and B) – Venture backedExercise of warrants by founders and management, …

22 M cash used from incorporation to positive phase III results

Seed Round

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Cash flow statement*

EBITTotal adjustmentsCash used in operating activities

Cash used in investing activities

Cash provided by financing activities

Years ended December 312006 2005 2004

(4,878)334

(4,544)

(3,797)419

(3,378)

(54) (154)

16,701 4,057

Net increase/(decrease) in cash 12,103 525

Cash at beginning of year 2,796 2,271

Effect on exchange rate changes 0 0

Cash at end of year 14,899 2,796

Thousands of Euro

14,899

(8,550)807

(7,743)

(225)

810

(7,158)

(3)

7,738

* The audited annual accounts are drawn up in accordance with IFRS

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Income statement*

SalesOther revenuesRevenues

Research and development expensesSelling, general and admin. expensesTotal operating charges

Operating Result (EBIT)Financial result

Profit/(Loss) before taxesIncome taxes

Net Profit/(Loss)

Years ended December 312006 2005 2004

0784784

0567567

3,8171,8455,662

3,0251,3384,364

(4,878)75

(4,803)0

(4,803)

(3,797)50

(3,747)0

(3,747)

Thousands of Euro

0416416

5,7653,2018,966

(8,550)304

(8,246)0

(8,246)

* The audited annual accounts are drawn up in accordance with IFRS

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Outstanding financial instruments pre-IPO

Shares

Outstanding warrants*

: 14,157,014

: 1,226,084

*Expected cash-in subject to exercising : € 2.9 M

ManagementFounding shareholdersIndependent directorsInstitutional shareholdersOtherTOTAL

Shares9,750

640,0000

13,345,442161,822

14,157,014

613,750195,000120,00012,500

284,8341,226,084

Warrants623,500835,000120,000

13,357,942446,656

15,383,098

Total4%5%1%

87%3%

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Institutional shareholders

Katholieke Universiteit LeuvenUniversiteit Gent

Gemma Frisius-FondsBaekeland Fonds

Universities

Venture Capitalists

Others*

ING BelgiumCapricorn Venture Fund II

Fortis Private Equity & FagusAuriga Ventures

* such as ITX Corporation (Japan), HSS Ventures (US), …

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Cash provided and use of proceeds post-IPO

USED

CASH

22.1 mio.

Up to47.7 mio.

A Round

B Round

IPO

Up to € 69.8 mio.*For our lead product ChondroCelect

Obtain the regulatory approvals and reimbursement

Pre-market and launch the product

Put in place the required manufacturing capacityboth in the US and Europe

For our next generation and pipeline productsStart clinical validation of ChondroCelect 3D

Accelerate development efforts for MeniscoCelect

Advance our other research programmes

* Not taking into account the over-allotment option

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Conclusions

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Investment case

TiGenix is a late-stage biomedical company focused on regenerative treatments for damaged and osteoarthritic joints

unique expertise in joint and cartilage biologyclear focus on a major unmet medical needbridging the gap between symptom relief and joint replacement

Product with successful Phase III data in cartilage repair demonstration of clear structural superiority over standard of careproduct set for registration in US and EUtargeting addressable market of more than 1 bn EUR

Innovative treatments in pipelinestrategic collaboration with FAB for next generation 3D productscope to broaden indications into osteoarthritic joints and meniscal repair

Backed up by solid IP and experienced management team

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News flow

Filing of MAA for ChondroCelect

Additional long-term data ChondroCelect

Start of clinical trial ChondroCelect-3D

Filing of BLA for ChondroCelect

Start of exploratory trial for MeniscoCelect

Launch of ChondroCelect

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Details of Offering

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Offering SummaryBase deal of up to €40 million new shares plus 15% greenshoe of new shares

Price range: € 4.2 - € 5.5 or a pre-money valuation between € 65 mln and € 85 mln

Public offer in Belgium, institutional private placement in Europe

Listing on Eurolist by Euronext Brussels

Joint-Lead managers: ING and Piper Jaffray –Petercam is Co-lead manager

12 month lock-up for the pre-IPO security holders and standstill for the company

Offering

Offering

Listing

Price range

Syndicate

Lock-up & standstill

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Offering Summary

March 9 : Press ConferenceMarch 10 : Publication of the price range

in the pressMarch 12 - 23 : BookbuildingMarch 23 : End of bookbuildingMarch 24 : Publication of final priceMarch 26 : Listing dateMarch 29 : Payment date

Early closing possible as of March 19

Key Dates

Syndicate

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Thank you

More info:Gil Beyen – CEO

Frank Hazevoets – [email protected]

TiGenix N.V.Technologielaan 3

3001 LeuvenBelgium

+32 16 396060www.tigenix.com