Roche and Foundation Medicine, Inc. (NASDAQ:FMI) today announced that Roche’s wholly owned subsidiary 062018 Merger Subsidiary, Inc. has accepted for payment all shares validly tendered and not validly withdrawn pursuant to its tender offer for all outstanding shares of common stock of Foundation Medicine not already owned by Roche or its affiliates, at a price of $137.00 per share in cash. The tender offer expired at 12:00 midnight, Eastern Time, at the end of the day on 30 July 2018 and was not extended.
Roche has been advised by Citibank, N.A., the depositary for the tender offer, that a total of approximately 12,535,376 shares of Foundation Medicine’s common stock were validly tendered and not validly withdrawn in the tender offer, which represent approximately 77.278559% of the total number of shares of Foundation Medicine’s common stock outstanding (excluding the shares of common stock already held by Roche and its affiliates).
Roche intends to promptly complete the acquisition of Foundation Medicine through a merger of 062018 Merger Subsidiary, Inc. with and into Foundation Medicine without a vote or meeting of Foundation Medicine’s shareholders. In the merger, all shares of Foundation Medicine not owned by Foundation Medicine, Roche or Roche’s wholly owned subsidiaries (other than shares as to which appraisal rights have been validly exercised under Delaware law) will be converted into the right to receive the same cash consideration per share, less any applicable withholding taxes, as was paid in the tender offer. Following completion of the merger, Foundation Medicine will become a wholly owned subsidiary of Roche and Foundation Medicine’s shares will cease to be traded on the NASDAQ Stock Market.
About Foundation Medicine
Foundation Medicine (NASDAQ:FMI) is a molecular information company dedicated to a transformation in cancer care in which treatment is informed by a deep understanding of the genomic changes that contribute to each patient's unique cancer. The company offers a full suite of comprehensive genomic profiling assays to identify the molecular alterations in a patient's cancer and match them with relevant targeted therapies, immunotherapies and clinical trials. Foundation Medicine’s molecular information platform aims to improve day-to-day care for patients by serving the needs of clinicians, academic researchers and drug developers to help advance the science of molecular medicine in cancer.