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Roche Begins Cash Tender Offer for All Shares of Spark Therapeutics

| Editor: Ahlam Rais

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 114.50 dollar per share.
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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 114.50 dollar per share. (Source: Deposit Photos)

Roche has set the price at 114.50 dollar per share and the tender offer period is expected to expire on April 3, 2019, unless it is extended. Roche has filed a tender offer statement on Schedule TO with the United States Securities and Exchange Commission.

Basel/Switzerland – Roche has recently announced that it has commenced a cash tender offer for all of the outstanding shares of common stock of Spark Therapeutics at a price of 114.50 dollar per share. The tender offer is being made pursuant to the previously announced merger agreement dated as of February 22, 2019 among Spark Therapeutics, Roche Holdings and 022019 Merger Subsidiary, a wholly owned subsidiary of Roche Holdings. The tender offer period will expire at 12 am midnight, Eastern Time, at the end of the day on April 3, 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 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. It is being validly tendered and received, and not validly withdrawn, a majority of the outstanding shares of Spark Therapeutics common stock.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 114.50 dollar 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 recently. 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.

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