Roche today announced that it has commenced a cash tender offer for all of the outstanding shares of common stock of Spark Therapeutics, Inc. (NASDAQ: ONCE) at a price of US$ 114.50 per share. The tender offer is being made pursuant to the previously announced merger agreement dated as of 22 February 2019 among Spark Therapeutics, Inc., Roche Holdings, Inc., an indirect wholly owned subsidiary of Roche Holding Ltd, and 022019 Merger Subsidiary, Inc., a wholly owned subsidiary of Roche Holdings, Inc. The tender offer period will expire at 12am midnight, Eastern Time, at the end of the day on 3 April 2019, unless the offer is extended.
Roche has filed a tender offer statement on Schedule TO with the United States Securities and Exchange Commission (SEC). 022019 Merger Subsidiary, Inc. is the acquirer in the tender offer. The Offer to Purchase contained within the Schedule TO sets out the terms and conditions of the tender offer.
Spark Therapeutics has filed a Solicitation/Recommendation Statement with the SEC on Schedule 14D-9, which includes the unanimous recommendation of the Spark Therapeutics board of directors that Spark Therapeutics stockholders tender their shares in the tender 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under the Hart-Scott-Rodino Antitrust Improvements Act, and there being validly tendered and received, and not validly withdrawn, a majority of the outstanding shares of Spark Therapeutics common stock. The tender offer is not subject to any financing condition. Following successful completion of the tender offer, any shares not acquired in the tender offer will be acquired in a second step merger at the same price of US$ 114.50 per share. The closing of the transaction is expected to take place in the second quarter of 2019.
The complete terms and conditions of the tender offer are set out in the Offer to Purchase, which was filed with the SEC today, 7 March 2019. Spark Therapeutics stockholders may access copies of all of the offering documents, including the Offer to Purchase and the Solicitation/Recommendation Statement on Schedule 14D-9, free of charge on the SEC’s website ( www.sec.gov ). The Solicitation/Recommendation Statement on Schedule 14D-9 may also be found on the Spark Therapeutics Investor Relations website ( http://ir.sparktx.com ), and the Offer to Purchase and the other related materials are available directly from MacKenzie Partners, Inc., the Information Agent for the offer, 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 [at] mackenziepartners (p) com
Citi is acting as financial advisor to Roche and Davis Polk & Wardwell LLP is acting as legal counsel to Roche. Centerview Partners is acting as financial advisor to Spark Therapeutics and Goodwin Procter LLP is acting as legal counsel to Spark Therapeutics. Cowen also acted as a financial advisor in this transaction to Spark Therapeutics.
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.