Roche Purchases Shares in Tender Offer for FMI
F. Hoffmann-La Roche Ltd / Roche Purchases Shares in Tender Offer for FMI . Processed and transmitted by Nasdaq Corporate Solutions. The issuer is solely responsible for the content of this announcement.
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Basel, 31 July 2018 - Roche (SIX: RO, ROG; OTCQX: RHHBY) 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accepted for payment all shares validly tendered and not validly withdrawn pursuant to its tender offer for all outstanding shares of common stock of Foundation Medicine not already owned by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validly withdrawn in the tender offer, which represent approximately 77.278559% of the total number of shares of Foundation Medicine's common stock outstanding (excluding the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.