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Transcript of TiGenix_Investor_Presentation
TiGenix NV IPO Roadshow Presentation
March 2007
Gil BeyenCEO
Frank HazevoetsCFO
2
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.
3
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.
4
Introduction
5
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
6
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
7
Market
8
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
9
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
10
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
11
3. Implantation
1. Biopsy
2. Cell culture
?Stable cartilage
Fibrous repair tissue
First: Autologous Chondrocyte Implantation (ACI)
12
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%
13
Potent, characterised cells forming stable cartilage
Key drivers for market success
Clinical validation
Efficient manufacturing & supply
Ease of use and broad indication
14
ChondroCelect
15
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
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
17
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.
18
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
19
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
20
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
21
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
°
*
22
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
23
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
24
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
25
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
26
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
27
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
28
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
29
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®
30
Development portfolio
31
Pipeline
Increase ease of use and patient friendliness
Bro
aden
indi
catio
n
ChondroCelect®
Validated medicinal
product
ChondroCelect-3DCombination product
Stem cell
therapies
MeniscoCelect
32
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
33
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
34
Financials
35
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
36
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
37
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
38
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%
39
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), …
40
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
41
Conclusions
42
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
43
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
44
Details of Offering
45
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
46
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
Thank you
More info:Gil Beyen – CEO
Frank Hazevoets – [email protected]
TiGenix N.V.Technologielaan 3
3001 LeuvenBelgium
+32 16 396060www.tigenix.com