Basel, 14 May 2019
Roche and Spark Therapeutics, Inc. announce expected refiling date of Premerger Notification and Report Forms under the HSR Act and extension of tender offer for shares of Spark Therapeutics, Inc.
- Parties elect to refile Premerger Notification and Report Forms on or about 23 May 2019 to provide the government with additional time to complete its current review
Roche (SIX: RO, ROG; OTCQX: RHHBY) and Spark Therapeutics, Inc. (NASDAQ: ONCE) (“Spark”) today announced that Roche and Spark intend to refile on or about 23 May 2019 their respective Premerger Notification and Report Forms under the Hart-Scott-Rodino Act (the “HSR Act”) in connection with Roche’s pending acquisition of Spark pursuant to its previously announced tender offer to purchase all of the outstanding shares of common stock (the “Shares”) of Spark for USD 114.50 per Share, net to the seller thereof in cash, 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 it may be amended and supplemented from time to time, the “Offer”). The parties had previously announced that they expected to refile on or about 9 May 2019. However, the parties have elected to instead refile on or about 23 May 2019 in order to provide the government with additional time to complete its current review. The regulatory review of the transaction is ongoing, and the parties are actively working with the government to facilitate that process.
Following the refiling by Roche, the waiting period applicable to the pending acquisition will expire at 11:59 p.m., New York City time, on or about 7 June 2019, but this period may be shortened if the government grants “early termination” of the waiting period, or it may change if Roche voluntarily withdraws and Roche refiles its Premerger Notification and Report Forms in order to restart the 15-day waiting period or if the reviewing agency issues a formal request for additional information and documentary material.
Closing of the Offer is conditioned upon, among other customary closing conditions, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. As a result of the withdrawal and refiling of the Premerger Notification and Report Forms, the conditions to the Offer are not expected to be satisfied at the currently scheduled expiration of the tender offer. Therefore, Roche is extending the offering period of the Offer, which was previously scheduled to expire at 5:00 p.m., New York City time, on Monday, 3 June 2019, until 5:00 p.m., New York City time, on Friday, 14 June 2019, unless it is extended further under the circumstances set forth in the Agreement and Plan of Merger, dated 22 February 2019, by and among Roche Holdings, Inc., 022019 Merger Subsidiary, Inc., and Spark. All terms and conditions of the Offer shall remain unchanged during the extended period.
Citibank, N.A., the depository for the Offer, has advised Roche that, as of 5:00 p.m., New York City time, on May 13, 2019, the last business day prior to the announcement of the extension of the Offer, approximately 8,070,178 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 21.0% of Spark’s outstanding Shares. Shareholders 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.
MacKenzie Partners, Inc. is acting as information agent for the Offer. Requests for documents and questions regarding the Offer may be directed to MacKenzie Partners, Inc. by telephone, toll-free at (800) 322-2885 (please call (212) 929-5500 (collect) if you are located outside the US or Canada) or via email at tenderoffer@mackenziepartners.com.
About Spark Therapeutics
Spark Therapeutics is a fully integrated, commercial company committed to discovering, developing and delivering 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, dramatically and positively changing the lives of patients with conditions where no, or only palliative, therapies exist. Greater understanding of the human genome and genetic abnormalities have allowed Spark Therapeutics’ scientists to tailor investigational therapies to patients suffering from very specific genetic diseases. This approach holds great promise in developing effective treatments to a host of inherited diseases.
Spark Therapeutics is headquartered in Philadelphia, Pennsylvania.
About Roche
Roche is a global pioneer in pharmaceuticals and diagnostics focused on advancing science to improve people’s lives. The combined strengths of pharmaceuticals and diagnostics under one roof have made Roche the leader in personalised healthcare – a strategy that aims to fit the right treatment to each patient in the best way possible.
Roche is the world’s largest biotech company, with truly 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.
Founded in 1896, Roche continues to search for better ways to prevent, diagnose and treat diseases and make a sustainable contribution to society. The company also aims to improve patient access to medical innovations by working with all relevant stakeholders. Thirty medicines developed by Roche are included in the World Health Organization Model Lists of Essential Medicines, among them life-saving antibiotics, antimalarials and cancer medicines. Moreover, for the tenth consecutive year, Roche has been recognised as the most sustainable company in the Pharmaceuticals Industry by the Dow Jones Sustainability Indices (DJSI).
The Roche Group, headquartered in Basel, Switzerland, is active in over 100 countries and in 2018 employed about 94,000 people worldwide. In 2018, Roche invested CHF 11 billion in R&D and posted sales of CHF 56.8 billion. Genentech, in the United States, is a wholly owned member of the Roche Group. Roche is the majority shareholder in Chugai Pharmaceutical, Japan. For more information, please visit www.roche.com.