FTC review further delays Roche acquisition of Spark Therapeutics

Swiss pharma giant Roche (ROG: SIX) has for a second time withdrawn its Premerger Notification and Report Form under the Hart-Scott-Rodino Act (the HSR Act) in connection with its pending acquisition of Spark Therapeutics (Nasdaq: ONCE) under its previously announced tender offer to purchase all of the outstanding shares of common stock of Spark for $114.50 per share, a transaction valued at around $4.3 billion.

The review of the transaction is ongoing, and the parties are actively working with the government to facilitate that process. In order to provide the government with additional time to complete its current review, Roche has elected to withdraw and refile the Premerger Notification and Report Form under the HSR Act.

Roche and Spark intend to refile their respective Premerger Notification and Report Forms on or about May 9, 2019. Following the refiling by Roche, the waiting period applicable to the pending acquisition will expire at 11:59 pm, New York City time, on or about May 24, 2019, but this period may be shortened if the government grants "early termination" of the waiting period, or it may change if Roche voluntarily withdraws and Roche refiles its Premerger Notification and Report Forms in order to restart the 15-day waiting period or if the reviewing agency issues a formal request for additional information and documentary material.

Closing of the Offer is conditioned upon, among other customary closing conditions, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. As a result of the withdrawal and refiling of the Premerger Notification and Report Form, the conditions to the Offer are not expected to be satisfied at the currently scheduled expiration of the tender offer. Therefore, Roche is extending the offering period of the Offer, which was previously scheduled to expire at 12:00 midnight, New York City time, at the end of Thursday, May 2, 2019, until 5:00 p.m., New York City time, on Monday, June 3, 2019, unless it is extended further under the circumstances set forth in the Agreement and Plan of Merger, dated February 22, 2019, by and among Roche Holdings, Inc., 022019 Merger Subsidiary, Inc., and Spark. All terms and conditions of the Offer shall remain unchanged during the extended period.

Citibank, N.A., the depository for the Offer, has advised Roche that, as of 5:00 pm, New York City time, on April 25, 2019, the last business day prior to the announcement of the extension of the Offer, approximately 10,005,799 Shares of Spark (none of which were tendered by notice of guaranteed delivery) had been validly tendered and received, and not validly withdrawn, pursuant to the Offer, representing approximately 26.1% of Spark's outstanding shares.

A spokesman for the company said Roche remained confident the deal would be completed by the end of June.