Basel, 03 April 2019 - Roche (SIX: RO, ROG; OTCQX:
RHHBY) and Spark Therapeutics, Inc. (NASDAQ: ONCE) ("Spark") today
announced that Roche has withdrawn its Premerger Notification and
Report Form under the Hart-Scott-Rodino Act (the "HSR Act") in
connection with Roche's pending acquisition of Spark.
Roche and Spark both filed a Premerger Notification and Report Form
under the HSR Act on March 1, 2019 with respect to the pending
acquisition. On March 18, 2019, Roche withdrew the March 1, 2019
filing and refiled a Premerger Notification and Report
Form.
Roche has withdrawn the March 18, 2019 filing effective on April 2,
2019 and intends to refile a Premerger Notification and Report Form
under the HSR Act on or about April 10, 2019. Following such
refiling, the waiting period applicable to the pending acquisition
will expire at 11:59 p.m., New York City time, on or about April
25, 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 refiles its Premerger Notification
and Report Form in order to restart the 15-day waiting period or if
the reviewing agency issues a formal request for additional
information and documentary material. The parties are working
with the government to conduct the review as expeditiously as
possible.
As a result of the withdrawal and refiling of the Premerger
Notification and Report Form, Roche is extending the offering
period of 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 March 7, 2019 (as it may be
amended and supplemented from time to time, the "Offer"). The
Offer, which was previously scheduled to expire at 12:00 midnight,
New York City time, at the end of Wednesday, April 3, 2019, is
being extended until 12:00 midnight, New York City time, on
Thursday, May 2 2019, unless it is extended further under the
circumstances set forth in the Agreement and Plan of Merger, dated
February 22, 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 April 2, 2019, the
last business day prior to the announcement of the extension of the
Offer, approximately 11,259,852 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 29.4% 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.
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, at least a majority of the outstanding
Spark Shares.
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.
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, AND IN
ANY SUBSEQUENT PERIODIC REPORTS ON FORM 10-Q AND FORM 8-K, 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.
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, IN EACH CASE AS AMENDED FROM TIME TO TIME.
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
20190403_Spark
Extension_EN