Basel, 14 May 2019 - 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.
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
20190514_MRrelease_Spark_ExtensionEN_Final