Roche's $4.3 billion takeover offer for Spark extended till 1 October
05 September 2019
Roche Holdings and Spark Therapeutics, Inc on Tuesday announced an extension of the offer period of Roche’s previously announced tender offer to purchase all of the outstanding shares of common stock of Spark for $114.50 per share in cash till 1 October 2019.
The offer, net to the seller in cash, would be without interest and subject to any withholding taxes required by applicable law and upon the terms and subject to the conditions set forth in the offer to purchase dated 7 March 2019 (as amended and supplemented from time to time), the two stated in a joint release.
The agreement and plan of merger, dated 22 February 2019, which was previously scheduled to expire at 5:00 pm (New York City time) on Tuesday, 3 September 2019, has been extended until 5:00 pm, (New York City time), on Tuesday, 1 October 2019, unless it is extended further under the circumstances set forth in the merger agreement.
All terms and conditions of the offer shall remain unchanged during the extended period, the release stated.
The offer was extended to provide additional time for the US Federal Trade Commission (FTC) and the UK Competition and Markets Authority (CMA) to complete their previously disclosed reviews of Roche’s pending acquisition of Spark. The parties remain committed to the transaction and are working cooperatively and expeditiously with the FTC and the CMA, it added.
Citibank, NA, the depository for the offer, has informed Roche that as of 5:00 pm on 30 August 2019, approximately 9,284,005 shares of Spark (none of which were tendered by notice of guaranteed delivery) had been validly tendered and received, and not validly withdrawn, pursuant to the offer, representing approximately 24.1 per cent of Spark’s outstanding shares. Stockholders who have already tendered their shares of Spark do not have to re-tender their shares or take any other action as a result of the extension of the expiration date of the offer, the release stated.
Closing of the tender offer is subject to customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and there being a majority of the outstanding Spark shares validly tendered and received, and not validly withdrawn.
MacKenzie Partners, Inc is acting as information agent for the offer.
Spark Therapeutics is a fully integrated, commercial company engaged in the discovery, development and delivery of gene therapies. The company challenges the inevitability of genetic diseases, including blindness, haemophilia, lysosomal storage disorders and neurodegenerative diseases
Founded in March 2013 as a result of the technology and know-how accumulated over two decades at Children’s Hospital of Philadelphia (CHOP), Spark Therapeutics’ investigational therapies have the potential to provide long-lasting effects, according to the release.
Roche is a pioneer in pharmaceuticals and diagnostics and leader in personalised healthcare – a strategy that aims to fit the right treatment to each patient in the best way possible.
Founded in 1896, Roche, the world’s largest biotech company, claims to have differentiated medicines in oncology, immunology, infectious diseases, ophthalmology and diseases of the central nervous system. Roche is also the world leader in in-vitro diagnostics and tissue-based cancer diagnostics, and a frontrunner in diabetes management.