-
Roche to acquire Spark
Therapeutics for US$ 114.50 per share
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Spark Therapeutics is a leader
in discovering, developing and delivering gene therapies with one
commercial asset and four programmes currently in clinical
trials
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Transaction expected to close
in Q2, 2019
Basel, 25 February 2019 - Roche (SIX: RO, ROG;
OTCQX: RHHBY) and Spark Therapeutics, Inc. (NASDAQ: ONCE) today
announced that they have entered into a definitive merger agreement
for Roche to fully acquire Spark Therapeutics at a price of US$
114.50 per share in an all-cash transaction. This corresponds to a
total transaction value of approximately US$ 4.3 billion on a fully
diluted basis. This price represents a premium of approximately
122% to Spark Therapeutics' closing price on 22 February 2019 and a
premium of approximately 19% to Spark Therapeutics' 52 week high
share price on 9 July 2018. The merger agreement has been
unanimously approved by the boards of Spark Therapeutics and
Roche.
Under the terms of the merger agreement, Roche will promptly
commence a tender offer to acquire all outstanding shares of Spark
Therapeutics common stock, and Spark Therapeutics will file a
recommendation statement containing the unanimous recommendation of
the Spark Therapeutics board that Spark Therapeutics' shareholders
tender their shares to Roche.
Spark Therapeutics, based in Philadelphia, Pennsylvania, is a fully
integrated, commercial company committed to discovering, developing
and delivering gene therapies for genetic diseases, including
blindness, haemophilia, lysosomal storage disorders and
neurodegenerative diseases.
Spark Therapeutics' lead clinical asset is SPK-8011, a novel gene
therapy for the treatment of haemophilia A, which is expected to
start Phase 3 in 2019. Spark Therapeutics also has SPK-8016 in a
phase 1/2 trial aimed at addressing the haemophilia A inhibitor
population. Additionally, Spark Therapeutics was the first company
to receive FDA approval for a gene therapy for a genetic disease in
2017. LUXTURNA® (voretigene neparvovec-rzyl), a one-time gene
therapy product indicated for the treatment of patients with
confirmed biallelic RPE65 mutation-associated
retinal dystrophy is currently marketed in the US by Spark
Therapeutics. The European Commission granted marketing
authorisation for LUXTURNA in 2018.
Spark Therapeutics' additional clinical assets include: SPK-9001,
an investigational gene therapy for the potential treatment of
haemophilia B in Phase 3 and SPK-7001 for choroideremia in Phase
1/2. The company is also developing SPK-3006 for Pompe disease and
SPK-1001 for CLN2 disease (a form of Batten disease) which are
expected to be ready for clinical development in 2019, as well as
additional preclinical programmes for Huntington's disease and
Stargardt disease.
Commenting on the transaction, Severin Schwan, CEO of Roche, said,
"Spark Therapeutics' proven expertise in the entire gene therapy
value chain may offer important new opportunities for the treatment
of serious diseases. In particular, Spark Therapeutics' haemophilia
A programme could become a new therapeutic option for people living
with this disease. We are also excited to continue the investments
in Spark Therapeutics' broad product portfolio and commitment to
Philadelphia as a center of excellence." Spark Therapeutics' will
continue its operations in Philadelphia as an independent company
within the Roche Group.
"As the only biotechnology company that has successfully
commercialised a gene therapy for a genetic disease in the US, we
have built unmatched competencies in the discovery, development and
delivery of genetic medicines. But the needs of patients and
families living with genetic diseases are immediate and their needs
vast," said Jeffrey D. Marrazzo, CEO of Spark Therapeutics. "With
its worldwide reach and extensive resources, Roche will help us
accelerate the development of more gene therapies for more patients
for more diseases and further expedite our vision of a world where
no life is limited by genetic disease."
Terms of the Agreement
Under the terms of the
merger agreement, Roche will promptly commence a tender offer to
acquire all of the outstanding shares of Spark Therapeutics' common
stock at a price of US$ 114.50 per share in cash. The closing of
the tender offer will be subject to a majority of Spark
Therapeutics' outstanding shares being tendered in the tender
offer. In addition, the transaction is subject to the expiration or
termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and other customary
conditions.
Following completion of the tender offer, Roche will acquire all
remaining shares at the same price of US$ 114.50 per share through
a second step merger. The closing of the transaction is expected to
take place in the second quarter of 2019.
Citi is acting as financial advisor to Roche and Davis Polk &
Wardwell LLP is acting as legal counsel to Roche. Centerview
Partners is acting as financial advisor to Spark Therapeutics and
Goodwin Procter LLP is acting as legal counsel to Spark
Therapeutics. Cowen also acted as a financial advisor in this
transaction to Spark Therapeutics.
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.
All trademarks used or mentioned in this release are protected by
law.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND
IT
THE TENDER OFFER FOR THE OUTSTANDING COMMON STOCK OF SPARK
THERAPEUTICS HAS NOT BEEN COMMENCED. THIS ANNOUNCEMENT IS FOR
INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO
PURCHASE OR A SOLICITATION OF AN OFFER TO SELL SPARK THERAPEUTICS
COMMON STOCK. THE SOLICITATION AND OFFER TO BUY SPARK THERAPEUTICS
COMMON STOCK WILL ONLY BE MADE PURSUANT TO AN OFFER TO PURCHASE AND
RELATED MATERIALS. AT THE TIME THE OFFER IS COMMENCED, ROCHE AND
ITS ACQUISITION SUBSIDIARY WILL FILE A TENDER OFFER STATEMENT ON
SCHEDULE TO WITH THE SEC AND THEREAFTER, SPARK THERAPEUTICS WILL
FILE A SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WITH
RESPECT TO THE OFFER. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ THESE MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED
LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS)
CAREFULLY WHEN THEY BECOME AVAILABLE SINCE THEY WILL CONTAIN
IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE
OFFER. THE OFFER TO PURCHASE, SOLICITATION/RECOMMENDATION STATEMENT
AND RELATED MATERIALS WILL BE FILED WITH THE SEC, AND INVESTORS AND
SECURITY HOLDERS MAY OBTAIN A FREE COPY OF THESE MATERIALS (WHEN
AVAILABLE) AND OTHER DOCUMENTS FILED BY ROCHE AND SPARK
THERAPEUTICS WITH THE SEC AT THE WEBSITE MAINTAINED BY THE SEC AT
WWW.SEC.GOV. INVESTORS AND SECURITY HOLDERS MAY ALSO OBTAIN FREE
COPIES OF THE SOLICITATION/RECOMMENDATION STATEMENT AND OTHER
DOCUMENTS FILED WITH THE SEC BY SPARK THERAPEUTICS AT
WWW.SPARKTX.COM
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
SOME OF THE STATEMENTS CONTAINED IN THIS ANNOUNCEMENT ARE
FORWARD-LOOKING STATEMENTS, INCLUDING STATEMENTS REGARDING, AMONG
OTHER THINGS, THE EXPECTED CONSUMMATION OF THE TRANSACTION, WHICH
INVOLVES A NUMBER OF RISKS AND UNCERTAINTIES, INCLUDING THE
SATISFACTION OF CLOSING CONDITIONS FOR THE TRANSACTION, INCLUDING
REGULATORY APPROVAL, THE TENDER OF A MAJORITY OF THE OUTSTANDING
SHARES OF COMMON STOCK OF SPARK THERAPEUTICS, THE POSSIBILITY THAT
THE TRANSACTION WILL NOT BE COMPLETED, AND OTHER RISKS AND
UNCERTAINTIES DISCUSSED IN SPARK THERAPEUTICS' PUBLIC FILINGS WITH
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "SEC"),
INCLUDING THE "RISK FACTORS" SECTIONS OF SPARK THERAPEUTICS' ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2017 AND
SUBSEQUENT QUARTERLY REPORTS ON FORM 10-Q, AS WELL AS THE TENDER
OFFER DOCUMENTS TO BE FILED BY ROCHE AND ITS ACQUISITION SUBSIDIARY
AND THE SOLICITATION/RECOMMENDATION TO BE FILED BY SPARK
THERAPEUTICS. THESE STATEMENTS ARE BASED ON CURRENT EXPECTATIONS,
ASSUMPTIONS, ESTIMATES AND PROJECTIONS, AND INVOLVE KNOWN AND
UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE
RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE
MATERIALLY DIFFERENT FROM ANY FUTURE STATEMENTS. THESE STATEMENTS
ARE GENERALLY IDENTIFIED BY WORDS OR PHRASES SUCH AS "BELIEVE",
"ANTICIPATE", "EXPECT", "INTEND", "PLAN", "WILL", "MAY", "SHOULD",
"ESTIMATE", "PREDICT", "POTENTIAL", "CONTINUE" OR THE NEGATIVE OF
SUCH TERMS OR OTHER SIMILAR EXPRESSIONS. IF UNDERLYING ASSUMPTIONS
PROVE INACCURATE OR UNKNOWN RISKS OR UNCERTAINTIES MATERIALIZE,
ACTUAL RESULTS AND THE TIMING OF EVENTS MAY DIFFER MATERIALLY FROM
THE RESULTS AND/OR TIMING DISCUSSED IN THE FORWARD-LOOKING
STATEMENTS, AND YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE
STATEMENTS. ROCHE AND SPARK THERAPEUTICS DISCLAIM ANY INTENT OR
OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENTS AS A RESULT OF
DEVELOPMENTS OCCURRING AFTER THE PERIOD COVERED BY THIS REPORT OR
OTHERWISE.
Roche Group Media Relations
Phone: +41 61 688 8888 / e-mail: media.relations@roche.com
- Nicolas Dunant (Head)
- Patrick Barth
- Ulrike Engels-Lange
- Simone Oeschger
- Anja von Treskow
20190225_MR_Spark_Therapeutics_final_EN