Roche and Spark Therapeutics, Inc. announce extension of tender offer for shares of Spark Therapeutics, Inc.
Basel, 3 September 2019 - Roche (SIX: RO, ROG; OTCQX: RHHBY) and Spark Therapeutics, Inc. (NASDAQ: ONCE) (“Spark”) today announced that Roche has extended 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”).
Pursuant to the Agreement and Plan of Merger, dated as of February 22, 2019, by and among Roche Holdings, Inc., 022019 Merger Subsidiary, Inc., and Spark (as amended, the “Merger Agreement”), the Offer, which was previously scheduled to expire at 5:00 p.m., New York City time, on Tuesday, September 3, 2019, has been extended until 5:00 p.m., New York City time, on Tuesday, October 1, 2019, unless it is extended further under the circumstances set forth in the Merger Agreement. All terms and conditions of the Offer shall remain unchanged during the extended period.
The Offer was extended to provide additional time for the U.S. Federal Trade Commission (the “FTC”) and the UK Competition and Markets Authority (the “CMA”) to complete their previously disclosed reviews of Roche’s pending acquisition of Spark. The parties remain committed to the transaction and are working cooperatively and expeditiously with the FTC and the CMA.
Citibank, N.A., the depository for the Offer, has advised Roche that, as of 5:00 p.m., New York City time, on August 30, 2019, approximately 9,284,005 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(none of which were tendered by notice of guaranteed delivery) had been validly tendered and received, and not validly withdrawn, pursuant to the Offer, representing approximately 24.1% of Spark’s outstanding Shares. Stockholders 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, 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 email@example.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.
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. More than 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: firstname.lastname@example.org
- Nicolas Dunant (Head)
- Patrick Barth
- Ulrike Engels-Lange
- Karsten Kleine
- Nathalie Meetz
- Barbara von Schnurbein
One Liberty Plaza - 165 Broadway
NY 10006 New York
GlobeNewswire is one of the world's largest newswire distribution networks, specializing in the delivery of corporate press releases financial disclosures and multimedia content to the media, investment community, individual investors and the general public.
Subscribe to releases from GlobeNewswire
Subscribe to all the latest releases from GlobeNewswire by registering your e-mail address below. You can unsubscribe at any time.
Latest releases from GlobeNewswire
Nordisk næringsliv fokuserer på innovasjon og forbedring av kundeopplevelsen27.1.2020 10:00:00 CET | Pressemelding
Rapporten ISG Provider Lens™ viser at selskaper i regionen henvender seg til leverandører av digitale forretningstjenester for hjelp med analyse, kunstig intelligens og andre teknologier STOCKHOLM i Sverige, Jan. 27, 2020 (GLOBE NEWSWIRE) -- Næringslivet i de nordiske landene fokuserer på å forbedre kundeopplevelsen og innovasjonen, og kontakter leverandører av digitale forretningstjenester for å nå målene sine. Dette viser en ny rapport som ble publisert i dag av Information Services Group ( ISG ) (Nasdaq: III ), et verdensledende teknologisk forsknings- og rådgivningsselskap. Rapporten 2019-2020 ISG Provider Lens™ Digital Business – Solutions and Service Partners for Norden viser at bedrifter i regionen omfavner teknologier som dataanalyse, kunstig intelligens, tingenes internett og blokkjeder for å levere kvalitetstjenester til kundene sine og for å skille ut seg fra konkurrenter. «Nordiske bedrifter søker transformasjonstjenester fra IT-leverandører for ikke bare å bli veiledet gje
UPM commits to UN Business Ambition for 1.5°C to mitigate climate change27.1.2020 10:00:00 CET | Press release
(UPM, Helsinki, 27 January 2020 at 11:00 EET) – UPM commits to the United Nations Global Compact’s Business Ambition for 1.5°C, joining leading companies in a promise to pursue science-based measures to limit global temperature rise to 1.5°C. UPM will strive to mitigate climate change and drive value creation through innovating novel products, committing to a 65% CO2 emission reduction and by practicing sustainable forestry. The 1.5°C ambition is a response to increasing concern about the severe consequences of a failure to stop global warming. UPM is among the first global forest industry companies making this commitment. “UPM has a unique opportunity to make a positive impact and contribute to mitigating climate change by tangible actions. We innovate climate-positive products and turn them into growing businesses. At the same time, we limit risks from climate mitigation policies and physical impacts of changing climate. This is important for the long-term value of the company,” says
Valmet to supply a board machine rebuild to Umka in Serbia27.1.2020 10:00:00 CET | Press release
Valmet Oyj’s press release on January 27, 2020 at 11:00 a.m . EET Valmet will supply a board machine rebuild to Umka Cardboard Mill in Serbia. The main target of the rebuild is to increase the customer’s production capacity. The start-up of the rebuilt paper machine PM 1 is scheduled for the second half of 2021. The order is included in Valmet's orders received of the fourth quarter 2019. The value of the order will not be disclosed. The total value of an order of this type is typically around EUR 15-20 million. "This rebuild is one of the most important strategic decisions we have made in the course of 80 years long history of the mill. We are pleased that this project is going to be completed by Valmet, a global leader in the supply of process technology in the paper industry. I strongly believe in the success and bright future of Umka Cardboard Mill, with planned capacity of over 200,000 tonnes, further quality improvements and wider product portfolio,” says Milos Ljusic, Managing D
Nordic Enterprises Focus on Innovation and Improving Customer Experience27.1.2020 10:00:00 CET | Press release
ISG Provider Lens™ report finds companies in the region turning to digital business services providers for help with analytics, artificial intelligence and other technologies STOCKHOLM, Sweden, Jan. 27, 2020 (GLOBE NEWSWIRE) -- Enterprises in the Nordic countries are focused on improving customer experience and enhancing innovation, and they are turning to digital business service providers to achieve their goals, according to a new report published today by Information Services Group (ISG) (Nasdaq: III), a leading global technology research and advisory firm. The 2019-2020 ISG Provider Lens™ Digital Business – Solutions and Service Partners Report for the Nordics finds enterprises in the region embracing technologies such as data analytics, artificial intelligence, the Internet of Things and blockchain to deliver quality services to their customers and to differentiate themselves from competitors. “Nordic enterprises are seeking transformation services from IT providers to not only ta
Nordiska företag fokuserar på innovation och förbättrar kundupplevelsen27.1.2020 10:00:00 CET | Pressemelding
Rapport från ISG Provider Lens™ visar att företag i regionen vänder sig till leverantörer av digitala företagstjänster för hjälp med analys, artificiell intelligens och annan teknik STOCKHOLM, Sverige, Jan. 27, 2020 (GLOBE NEWSWIRE) -- Företag i Norden är inriktade på att förbättra kundupplevelse och innovation, och de vänder sig till leverantörer av digitala företagstjänster för att uppnå sina mål, enligt en ny rapport publicerad idag av Information Services Group ( ISG ) (Nasdaq: III ), ett ledande företag inom global teknikforskning och -rådgivning. Rapporten Digital verksamhet – lösningar och servicepartners2019–2020 från ISG Provider Lens™ för Norden visar att företag i regionen anammar teknik som dataanalys, artificiell intelligens, sakernas internet och blockkedja för att leverera kvalitetstjänster till sina kunder och för att utmärka sig bland konkurrenterna. ”De nordiska företagen söker transformationstjänster från IT-leverantörer för att inte bara ta dem genom sina digitala r
Roche submits supplemental Biologics License Application to the FDA for Tecentriq in combination with Avastin for the most common form of liver cancer27.1.2020 07:00:00 CET | Press release
·Application is being reviewed under FDA’s Real-Time Oncology Review pilot programme Basel, 27 January 2020 – Roche (SIX: RO, ROG; OTCQX: RHHBY) today announced the completion of a supplemental Biologics License Application (sBLA) submission to the US Food and Drug Administration (FDA) for Tecentriq® (atezolizumab) in combination with Avastin® (bevacizumab), for the treatment of people with unresectable hepatocellular carcinoma (HCC) who have not received prior systemic therapy. The FDA is reviewing the application under the Real-Time Oncology Review pilot programme, which aims to explore a more efficient review process to ensure safe and effective treatments are available to patients as early as possible. In July 2018, the FDA granted Breakthrough Therapy Designation for Tecentriq in combination with Avastin in HCC based on data from an ongoing Phase Ib trial. “Liver cancer is the most rapidly increasing cause of cancer-related death in the United States. In the IMbrave150 study, Tece