BASEL,
Switzerland, Sept. 29,
2014 /PRNewswire/ -- Roche (SIX: RO, ROG; OTCQX: RHHBY) and
InterMune, Inc. (NASDAQ: ITMN) today announced that Roche's wholly
owned subsidiary Klee Acquisition Corporation has accepted for
payment all shares validly tendered pursuant to its tender offer
for all outstanding shares of common stock of InterMune, Inc. at
USD 74.00 per share in cash. The
tender offer expired at 12:00 midnight, New York City time, at the end of the day on
26 September 2014, and was not
extended.
As of the expiration of the tender offer, a total of
approximately 96,362,877 shares of InterMune common stock were
validly tendered and not withdrawn (excluding approximately
8,633,836 shares tendered by delivery of notices of guaranteed
delivery for which certificates have not yet been delivered),
representing approximately 79.42% of InterMune's outstanding shares
on a fully diluted basis.
Later today, Roche intends to complete the acquisition of
InterMune through a merger of Klee Acquisition Corporation with and
into InterMune without a vote or meeting of InterMune's
shareholders. In the merger, all shares of InterMune not owned by
InterMune, Roche or their respective 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, InterMune
will become a wholly owned subsidiary of Roche and InterMune's
shares will cease to be traded on NASDAQ Stock Market.
About InterMune
InterMune is a biotechnology company
focused on the research, development and commercialization of
innovative therapies in pulmonology and orphan fibrotic diseases.
In pulmonology, the company is focused on therapies for the
treatment of idiopathic pulmonary fibrosis (IPF), a progressive,
irreversible, unpredictable and ultimately fatal lung disease.
InterMune's research programs are focused on the discovery of
targeted, small-molecule therapeutics and biomarkers to treat and
monitor serious pulmonary and fibrotic diseases. For additional
information about InterMune and its R&D pipeline, please visit
http://www.intermune.com/.
About Roche
Headquartered in Basel, Switzerland, Roche is a leader in
research-focused healthcare with combined strengths in
pharmaceuticals and diagnostics. Roche is the world's largest
biotech company, with truly differentiated medicines in oncology,
immunology, infectious diseases, ophthalmology and neuroscience.
Roche is also the world leader in in vitro diagnostics and
tissue-based cancer diagnostics, and a frontrunner in diabetes
management. Roche's personalised healthcare strategy aims at
providing medicines and diagnostics that enable tangible
improvements in the health, quality of life and survival of
patients. Founded in 1896, Roche has been making important
contributions to global health for more than a century. Twenty-four
medicines developed by Roche are included in the World Health
Organisation Model Lists of Essential Medicines, among them
life-saving antibiotics, antimalarials and chemotherapy.
In 2013 the Roche Group employed over 85,000 people worldwide,
invested 8.7 billion Swiss francs in
R&D and posted sales of 46.8 billion
Swiss francs. Genentech, in the
United States, is a wholly owned member of the Roche Group.
Roche is the majority shareholder in Chugai Pharmaceutical,
Japan. For more information,
please visit www.roche.com.
All trademarks used or mentioned are protected by law.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
SOME OF THE STATEMENTS CONTAINED IN THIS ANNOUNCEMENT ARE
FORWARD-LOOKING STATEMENTS, INCLUDING THE POSSIBILITY THAT THE
MERGER WILL NOT BE COMPLETED AND OTHER RISKS AND UNCERTAINTIES
DISCUSSED IN INTERMUNE'S PUBLIC FILINGS WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION (THE "SEC"), INCLUDING THE "RISK FACTORS" SECTIONS OF
INTERMUNE'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 2013 AND SUBSEQUENT
QUARTERLY REPORTS ON FORM 10-Q, AS WELL AS THE TENDER OFFER
DOCUMENTS FILED BY KLEE ACQUISITION CORPORATION AND THE
SOLICITATION/RECOMMENDATION STATEMENT FILED BY INTERMUNE. THESE
STATEMENTS ARE BASED ON CURRENT EXPECTATIONS, ASSUMPTIONS,
ESTIMATES AND PROJECTIONS, AND INVOLVE KNOWN AND UNKNOWN RISKS,
UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE RESULTS, LEVELS OF
ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT
FROM ANY FUTURE STATEMENTS. THESE STATEMENTS ARE GENERALLY
IDENTIFIED BY WORDS OR PHRASES SUCH AS "BELIEVE", "ANTICIPATE",
"EXPECT", "INTEND", "PLAN", "WILL", "MAY", "SHOULD", "ESTIMATE",
"PREDICT", "POTENTIAL", "CONTINUE" OR THE NEGATIVE OF SUCH TERMS OR
OTHER SIMILAR EXPRESSIONS. IF UNDERLYING ASSUMPTIONS PROVE
INACCURATE OR UNKNOWN RISKS OR UNCERTAINTIES MATERIALIZE, ACTUAL
RESULTS AND THE TIMING OF EVENTS MAY DIFFER MATERIALLY FROM THE
RESULTS AND/OR TIMING DISCUSSED IN THE FORWARD-LOOKING STATEMENTS,
AND YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE STATEMENTS. ROCHE
AND INTERMUNE DISCLAIM ANY INTENT OR OBLIGATION TO UPDATE ANY
FORWARD-LOOKING STATEMENTS AS A RESULT OF DEVELOPMENTS OCCURRING
AFTER THE PERIOD COVERED BY THIS REPORT OR OTHERWISE.
SOURCE InterMune, Inc.