Roche has commenced a cash tender offer for up to 15,604,288 outstanding shares of common stock of Foundation Medicine, Inc. at a price of $50.00 per share. The tender offer is being made pursuant to the previously announced transaction agreement dated as of January 11, 2015 between Foundation Medicine, Inc. and Roche Holdings, Inc., an indirect wholly owned subsidiary of Roche Holding Ltd.
The tender offer period will expire at 12:00 midnight (New York City time) at the end of the day on March 2, 2015, unless the offer is extended.
Roche has filed a tender offer statement on Schedule TO with the United States Securities and Exchange Commission (SEC). The Offer to Purchase contained within the Schedule TO sets out the terms and conditions of the tender offer.
Foundation Medicine has also filed a Solicitation/Recommendation Statement with the SEC on Schedule 14D-9, which includes the unanimous recommendation of the Foundation Medicine board of directors that Foundation Medicine stockholders tender their shares in the tender offer. Following successful completion of the tender offer, Roche will also invest $250 million in Foundation Medicine by acquiring 5,000,000 newly issued shares at $50.00 per share, subject to the terms and conditions described in the Offer to Purchase.
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, the approval by the stockholders of Foundation Medicine of certain matters relating to the transaction and there being validly tendered and not validly withdrawn a number of shares of Foundation Medicine common stock that, when added to the shares already owned by Roche and its affiliates and the 5,000,000 shares that Roche will acquire directly from Foundation Medicine, represents at least 52.4% of the outstanding shares of Foundation Medicine on a fully diluted basis. The offer is not subject to any financing condition.
Foundation Medicine is a commercial-stage company focused on the research, development and commercialization of targeted oncology treatments based on molecular genomic information.