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Roche Set to Become Majority Shareholder of Foundation Medicine

NEW YORK (GenomeWeb) – Roche today announced it is set to become the majority shareholder of Foundation Medicine following the preliminary results of the closing of its tender offer at the end of the day on Monday.

Under the tender offer, announced in January, Roche proposed to purchase approximately 15.6 million shares of common stock of Foundation Medicine for $50 per share, for an aggregate value of around $780 million. The offer expired at midnight EDT Monday.

Roche said that based on preliminary results by Citibank, the depositary for the tender offer, Foundation Medicine shareholders tendered a total of 17.5 million shares, not including 1.9 million shares that were tendered by notice of guaranteed delivery. Together with shares already owned by Roche and 5 million newly issued shares Roche will acquire directly from the company at $50 per share, Roche will own approximately 62.8 percent of Foundation Medicine's outstanding shares of common stock on a fully diluted basis.

Since the offer was oversubscribed, Roche will prorate the percentage of shares it will purchase from each tendering stockholder to about 80 percent in order to limit its total purchase to the 15.6 million shares agreed upon by the two firms in January.

Roche said it will announce the final results for the offer after the expiration of the guaranteed delivery period and completion of the confirmation process.

Foundation Medicine stockholders had approved Roche's tender offer in a special meeting last week.