Roche and Foundation Medicine reach definitive merger agreement to accelerate broad availability of comprehensive genomic profiling in oncology

Together, the companies will leverage expertise in genomics and molecular information to enhance the development of personalised medicines and care for patients with cancer Merger focuses on driving ubiquity of Foundation Medicine's high quality comprehensive genomic profiling (CGP) testing and innovative data services to realise Roche's vision of personalised healthcare Foundation Medicine (FMI) to continue its operations as a separate and autonomous legal entity Roche and Foundation Medicine, Inc. (NASDAQ: FMI) today announced they have entered into a definitive merger agreement for Roche to acquire the outstanding shares of FMI's common stock not already owned by Roche and its affiliates at a price of US$ 137.00 per share in cash. This corresponds to a total transaction value of US$ 2.4 billion on a fully diluted basis, and a total company value of US$ 5.3 billion on a fully diluted basis. This price represents a premium of 29% to FMI's closing price on 18 June 2018 and a premium of 47% and 68% to FMI's 30-day and 90-day volume weighted average share price on 18 June 2018, respectively. The merger agreement has been unanimously approved by the board of Roche and a Special Committee of the independent directors of FMI and by its full board of directors with the Roche designated directors abstaining from the deliberations and vote. All current members of the FMI board have indicated that they intend to tender their FMI shares in the tender offer. Daniel O'Day, CEO Roche Pharmaceuticals, said, "This is important to our personalised healthcare strategy as we believe molecular insights and the broad availability of high quality comprehensive genomic profiling are key enablers for the development of, and access to, new cancer treatments.