Roche and Spark Therapeutics, Inc. announce extension of tender offer for shares of Spark Therapeutics, Inc.
Basel, 30 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, October 1, 2019, has been extended until 5:00 p.m., New York City time, on Wednesday, October 30, 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 September 27, 2019, approximately 8,251,571 Shares of Spark (62,467 of which were tendered by notice of guaranteed delivery) had been validly tendered and received, and not validly withdrawn, pursuant to the Offer, representing approximately 21.4% of Spark’s outstanding Shares.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 firstname.lastname@example.org.
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 eleventh consecutive year, Roche has been recognised as one of the most sustainable companies 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: email@example.com
- Nicolas Dunant (Head)
- Patrick Barth
- Ulrike Engels-Lange
- Daniel Grotzky
- 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
SEK CREDIT OPERATION ANNOUNCEMENT 2020-06-011.6.2020 10:30:00 CEST | Press release
SEK CREDIT OPERATION ANNOUNCEMENT 2020-06-01 Transaction type:SEK CreditTender date:2020-06-01Time for submission of bids:11.00-11.30 (CEST)Payment date:2020-06-01 (at 3 pm)Maturity date:2020-09-01Duration:92 daysOffered volume:UnlimitedLowest accepted bid volumeSEK 50 millionMaximum number of bids from each participant: 1RateRepo rate + 0,20 percentage points All monetary counterparties are invited to submit volume bids to the Riksbank, tel + 46 8 6966970 by 11.30 am on June 1, 2020. Confirmation of bids to e-mail: firstname.lastname@example.org Result of the auction will be published at 11.45 (CEST) Complete terms and conditions can be retrieved at http://www.riksbank.se
Substansvärdet per den 31 maj 20201.6.2020 10:00:00 CEST | Pressemelding
Den 31 maj 2020 var substansvärdet 238 kronor per aktie. Sista stängningskurs den 29 maj 2020 var 210,60 kronor för A-aktien och 209,40 kronor för C-aktien. Stockholm den 1 juni 2020 AB INDUSTRIVÄRDEN (publ) För ytterligare information kontakta: Sverker Sivall, Kommunikations- och hållbarhetschef, telefon 08-666 64 00 Lämnad för publicering den 1 juni 2020, kl. 10:00. Bilaga Substansvarde_200601_sve
Net asset value as per May 31, 20201.6.2020 10:00:00 CEST | Press release
On May 31, 2020, net asset value was SEK 238 per share. The closing price on May 29, 2020, was SEK 210.60 for the Class A shares and SEK 209.40 for the Class C shares. Stockholm, June 1, 2020 AB INDUSTRIVÄRDEN (publ) For further information, please contact: Sverker Sivall, Head of Corporate Communication and Sustainability, tel. +46-8-666 64 00 Submitted for publication on June 1, 2020 at 10:00 a.m. Attachment Substansvarde_200601_eng
ABN AMRO announces call of EUR 1.5bn Tier 2 instrument1.6.2020 07:00:00 CEST | Press release
Not for release, publication or distribution, in whole or in part, in or into or from US, Japan, Australia or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. ABN AMRO announces call of EUR 1.5bn Tier 2 instrument (XS1253955469) With reference to the Terms and Conditions of the EUR 1.5 billion Subordinated Fixed-to-Fixed Rate Notes due June 2025 callable on Year 5 under the Programme for the issuance of Medium Term Notes of ABN AMRO Bank N.V. with ISIN XS1253955469 ABN AMRO Bank N.V. announces to exercise its right to redeem these Notes in full on 30 June 2020. Trading will be suspended as of 26 June 2020. This press release shall not constitute an offer to purchase or the solicitation of an offer to purchase, nor shall there be any offer or sale of these Subordinated Fixed-to-Fixed Rate Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or compliance wit
Bayport Management Limited Quarterly report March 202029.5.2020 22:00:00 CEST | Press release
Please find Bayport Management Limited Quarterly report March 2020 attached. Attachments BML Quarterly Report March 2020BML Quarterly Report March 2020
Ress Life Investments A/S: Ress Life Investments A/S publishes Net Asset Value (NAV)29.5.2020 20:50:00 CEST | Press release
Ress Life Investments Holbergsgade 14, 2 tv DK-1057 Copenhagen K Denmark CVR nr. 33593163 www.resslifeinvestments.com To: Nasdaq Copenhagen Date: 29 May 2020 Corporate Announcement 22/2020 Ress Life Investments A/S publishes Net Asset Value (NAV). Ress Life Investments A/S publishes the Net Asset Value (NAV) per share and performance data as of 15 May 2020. NAV per share in USD: 1955.92 NAV per share in EUR: 1811.38 The performance during the first half of May was 0.01% in USD. The year-to-date net performance is -0.15% in USD. Assets under management (AUM) was 184.6 million US dollars. Questions related to this announcement can be made to the company's AIF-manager, Resscapital AB. Contact person: Gustaf Hagerud email@example.com Tel + 46 8 545 282 27 Note: The terms for subscription of shares, minimum subscription amount and redemption of shares are provided in the Articles of Association, Information Brochure and in the Key Investment Information Document (KIID) availabl