Amended Tender Offer Statement by Third Party (sc To-t/a)
02 Julio 2018 - 3:22PM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
________________
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1)
or 13(e)(1) of
the Securities Exchange Act of 1934
(Amendment No. 1)
FOUNDATION MEDICINE, INC.
(Name of Subject Company)
062018 Merger Subsidiary, Inc.
(Offeror)
A Wholly Owned Subsidiary of
ROCHE HOLDINGS, INC.
(Parent of Offeror)
(Names of Filing Persons – Offeror)
Common Stock, Par Value $0.0001 Per Share
(Title of Class of Securities)
________________
350465100
(Cusip Number of Class of Securities)
Dr. Sean A. Johnston
Roche Holdings, Inc.
1 DNA, MS #24,
South San Francisco, CA 94080
Telephone: (650) 225-1000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications on Behalf of Filing
Persons)
Copies to:
Marc O. Williams, Esq.
Brian Wolfe, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
CALCULATION OF FILING FEE
|
Transaction Valuation*
|
Amount of Filing Fee**
|
|
$2,256,908,814.14
|
$280,985.15
|
|
|
|
*
|
A Estimated solely for purposes of calculating
the filing fee pursuant to Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”).
The Transaction Valuation was calculated by adding (i) the product of (A) 16,093,897, which is the difference between 37,113,008,
the number of shares (“
Shares
”) of common stock of Foundation Medicine, Inc. outstanding as of June 18, 2018,
and 21,019,111, the number of Shares beneficially owned by Roche Holding Ltd or its affiliates and (B) $137.00, which is the per
Share tender offer price, and (ii) the product of (A) 440,089, which is the number of Shares subject to “in-the-money”
options outstanding as of March 31, 2018, and (B) $118.26, which is the difference between the $137.00 per Share tender offer price
and $18.74, the average weighted exercise price of such options. The number of Shares subject to “in-the-money” options
and the average weighted exercise price for such options is contained in Foundation Medicine, Inc.’s Quarterly Report on
Form 10-Q for the quarter ended March 31, 2018.
The foregoing figures have
been provided by Foundation Medicine, Inc. to the Offeror and Parent of Offeror and are as of June 29, 2018, the most recent practicable
date.
|
|
**
|
The
amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act, by multiplying the Transaction
Valuation by 0.0001245.
|
|
|
|
|
|
þ
|
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing
with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
|
|
Amount Previously Paid:
|
$280,985.15
|
|
Filing Party:
|
Roche Holdings, Inc.
|
|
Form or Registration No.:
|
Schedule TO
|
|
Date Filed:
|
July 2, 2018
|
|
|
o
|
Check the box if the filing relates solely to preliminary communications made before the commencement
of a tender offer.
|
Check the appropriate boxes below to designate
any transactions to which the statement relates:
|
|
þ
|
third-party tender offer subject to Rule 14d-1.
|
|
|
o
|
issuer tender offer subject to Rule 13e-4.
|
|
|
þ
|
going-private transaction subject to Rule 13e-3.
|
|
|
o
|
amendment to Schedule 13D under Rule 13d-2.
|
Check the following box if the filing is
a final amendment reporting the results of the tender offer.
o
This Amendment No.
1 to the Tender Offer Statement on Schedule TO amends and supplements the Schedule TO filed with the Securities and Exchange Commission
on July 2, 2018 (as it may be amended and supplemented from time to time, the “
Schedule TO
”) and relates to
the offer by 062018 Merger Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Roche Holdings, Inc., a Delaware
corporation,
to purchase all outstanding shares of common stock, par value $0.0001 per share
of Foundation Medicine, Inc., a Delaware corporation, not owned by Roche Holding Ltd and its affiliates at $137.00 per Share, net
to the seller in cash, without interest and less applicable withholding taxes
, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated July 2, 2018, and in the related Letter of Transmittal, copies of which are incorporated
by reference to Exhibits (a)(1)(i) and (a)(1)(ii), respectively, of the Schedule TO (which, together with any amendments or supplements
thereto, collectively constitute the “
Offer
”).
Item 12. Exhibits.
Item 12 of the Schedule TO and the Exhibit Index is hereby amended and supplemented by adding the following Exhibit to the List of Exhibits:
|
Exhibit No.
|
Description
|
|
|
|
|
(a)(5)(vi)*
|
Roche Press Release announcing the commencement of the Offer, dated as of July 2, 2018.
|
|
|
|
|
|
|
SIGNATURES
After due inquiry and to the best knowledge
and belief of the undersigned, each of the undersigned certify that the information set forth in this statement is true, complete
and correct.
Date: July 2, 2018
|
|
062018 MERGER SUBSIDIARY, INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Bruce Resnick
|
|
|
|
|
Name:
|
Bruce Resnick
|
|
|
|
|
Title:
|
President
|
|
|
|
|
|
|
|
|
|
ROCHE HOLDINGS, INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Bruce Resnick
|
|
|
|
|
Name:
|
Bruce Resnick
|
|
|
|
|
Title:
|
Vice President
|
|
Foundation Medicine, Inc. (NASDAQ:FMI)
Gráfica de Acción Histórica
De Nov 2024 a Dic 2024
Foundation Medicine, Inc. (NASDAQ:FMI)
Gráfica de Acción Histórica
De Dic 2023 a Dic 2024
