ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

Thousands of Euro (€) TiGenix Cellerix Adjustments ProFormaCurrent portion of other financial liabilities 1,162 1,162Trade payables 2,557 2,457 5,014Other current liabilities 1,657 1,075 2,732Provision 50 50Current liabilities 4,436 4,744 9,180TOTAL EQUITY AND LIABILITIES 34,345 7,733 57,082 99,1603.2.3.3 Notes to the pro forma financialinformationBasis of preparationThe financial information has been prepared taking intoaccount the accounting policies of TiGenix and of Cellerix forthe year ended December 31, 2010 as explained in sections8.1 and 9.1.TiGenix’ financial informationThe financial information in respect of TiGenix has beenextracted from the audited consolidated financial statements ofTiGenix as at December 31, 2010. See section 8.1.Cellerix’ financial informationThe financial information in respect of Cellerix has beenextracted from the audited financial statements as at December31, 2010. See section 9.1.Capital increase of €58.2 million (including issuancepremium)TiGenix acquired Cellerix through a capital increase by wayof a contribution in kind of €58.2 million (including issuancepremium), based on an aggregate valuation of 100% of theCellerix’ shares of €58.2 million.For the Cellerix Shareholders Investment a pre-moneyvaluation of Cellerix of €39.5 million is used. This value couldbe considered as a minimum value as it does not yet take intoaccount certain value enhancing milestones that have beenrealized recently:• positive data of the phase IIa clinical study for Cx601 incomplex perianal fistulas;• authorization to start a phase I/II clinical study for Cx611 inRheumatoid Arthritis (RA).This analysis is supported by the other valuation methods used(analysis of the valuation of comparable companies and deals 6and a “sum of the parts” Net Present Value analysis of Cellerix’lead programmes 7 ), leading to a Technology Value of Cellerixranging between €50 million and €75 million.The €18.2 million cash that has been invested in Cellerix priorto the Contribution pursuant to the Cellerix ShareholdersInvestment is valued on a € for € basis.The possible allocation of the goodwill amount of €41 million tospecific assets and liabilities will be done after the Closing dateof the Offering. Potential synergy effects are not yet availablebut will be assessed and decided by the Board of Directors at alater date.The €40 million valuation of Cellerix, prior to the CellerixShareholders Investment of €18.2 million, is based on anassessment of the technology value of Cellerix using threedifferent methods:• the pre-money valuation of Cellerix in its last financingrounds;• an analysis of comparable companies and transactions; and• a “sum of the parts” Net Present Value analysis of Cellerix’lead programmes.6 Which gives a Cellerix technology value of €52 million based on the equityraised by Cellerix and even €74 million based on the total cash received byCellerix (i.e. besides the equity also taking into account other cash items suchas grants received).7 Which gives a Cellerix technology value of €70 million.62 • TiGenix • Rights Offering