Basel, 7 March 2019 - Roche (SIX: RO, ROG; OTCQX:
RHHBY) today announced that it has commenced a cash tender offer
for all of the outstanding shares of common stock of Spark
Therapeutics, Inc. (NASDAQ: ONCE) at a price of US$ 114.50 per
share. The tender offer is being made pursuant to the previously
announced merger agreement dated as of 22 February 2019 among Spark
Therapeutics, Inc., Roche Holdings, Inc., an indirect wholly owned
subsidiary of Roche Holding Ltd, and 022019 Merger Subsidiary,
Inc., a wholly owned subsidiary of Roche Holdings, Inc. The tender
offer period will expire at 12am midnight, Eastern Time, at the end
of the day on 3 April 2019, unless the offer is extended.
Roche has filed a tender offer statement on Schedule TO with the
United States Securities and Exchange Commission (SEC). 022019
Merger Subsidiary, Inc. is the acquirer in the tender offer. The
Offer to Purchase contained within the Schedule TO sets out the
terms and conditions of the tender offer.
Spark Therapeutics has filed a Solicitation/Recommendation
Statement with the SEC on Schedule 14D-9, which includes the
unanimous recommendation of the Spark Therapeutics board of
directors that Spark Therapeutics stockholders tender their shares
in the tender offer. Closing of the tender offer is conditioned
upon customary closing conditions, including the expiration or
termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act, and there being
validly tendered and received, and not validly withdrawn, a
majority of the outstanding shares of Spark Therapeutics common
stock. The tender offer is not subject to any financing condition.
Following successful completion of the tender offer, any shares not
acquired in the tender offer will be acquired in a second step
merger at the same price of US$ 114.50 per share. The closing of
the transaction is expected to take place in the second quarter of
2019.
The complete terms and conditions of the tender offer are set out
in the Offer to Purchase, which was filed with the SEC today, 7
March 2019. Spark Therapeutics stockholders may access copies of
all of the offering documents, including the Offer to Purchase and
the Solicitation/Recommendation Statement on Schedule 14D-9, free
of charge on the SEC's website (www.sec.gov). The
Solicitation/Recommendation Statement on Schedule 14D-9 may also be
found on the Spark Therapeutics Investor Relations website
(http://ir.sparktx.com), and the Offer to Purchase and the other
related materials are available directly from MacKenzie Partners,
Inc., the Information Agent for the offer, 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
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.
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, 2018, AS WELL AS THE TENDER OFFER DOCUMENTS
FILED BY ROCHE AND ITS ACQUISITION SUBSIDIARY AND THE
SOLICITATION/RECOMMENDATION 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.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND
IT
THIS ANNOUNCEMENT IS FOR INFORMATIONAL
PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO PURCHASE OR A
SOLICITATION OF AN OFFER TO SELL ANY SHARES OF THE COMMON STOCK OF
SPARK THERAPEUTICS. THE TENDER OFFER IS ONLY BEING MADE PURSUANT TO
AN OFFER TO PURCHASE AND RELATED MATERIALS. ROCHE AND ITS
ACQUISITION SUBSIDIARY FILED A TENDER OFFER STATEMENT ON SCHEDULE
TO WITH THE SEC ON MARCH 7, 2019, AND SPARK THERAPEUTICS FILED A
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WITH
RESPECT TO THE OFFER WITH THE SEC ON MARCH 7, 2019. 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), AS THEY MAY BE AMENDED FROM TIME TO
TIME, CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE
TENDER OFFER SINCE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING
THE TERMS AND CONDITIONS OF THE OFFER. THE OFFER TO PURCHASE,
SOLICITATION/RECOMMENDATION STATEMENT AND RELATED MATERIALS HAVE
BEEN FILED WITH THE SEC, AND INVESTORS AND SECURITY HOLDERS MAY
OBTAIN A FREE COPY OF THESE MATERIALS 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.
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
20190307_MR_Tender Offer
Spark_EN