—Collaboration leverages both companies’
strengths to advance the progress of personalized treatments for
patients with cancer—
- Roche to acquire a majority interest in
Foundation Medicine of up to 56.3% on a fully diluted basis through
a tender and acquisition of newly issued shares. Roche will tender
for approximately 15.6 million Foundation Medicine shares at USD 50
per share with an aggregate tender value of approximately USD 780
million. Roche will also invest USD 250 million in Foundation
Medicine by acquiring 5 million newly issued shares at USD 50 per
share.
- Partnership includes both a broad
R&D collaboration with the potential for more than USD 150
million funding by Roche to accelerate Foundation Medicine’s new
product development initiatives, optimize treatments for oncology
patients, and better design and understand the results of clinical
trials based on molecular information, as well as commercial
collaboration agreements aimed at expanding the global sales
efforts for Foundation Medicine’s current and future products.
- Michael J. Pellini, M.D., Foundation
Medicine’s president and CEO, will continue to lead the Company
post-closing, along with Foundation Medicine’s current management
team; Company will maintain operational independence; Roche to
obtain minority representation on the expanded Foundation Medicine
Board of Directors; Roche and Foundation Medicine Boards of
Directors have unanimously approved the transaction.
Foundation Medicine, Inc. (NASDAQ:FMI) and Roche (SIX: RO, ROG;
OTCQX: RHHBY) announced today that they will enter into a broad
strategic collaboration to further advance Foundation Medicine’s
market-leading position in molecular information and genomic
analysis while providing Roche a unique opportunity to optimize the
identification and development of novel treatment options for
cancer patients.
“We are very pleased to enter into this collaboration with
Foundation Medicine, which has the potential to improve both the
development of medicines and patient care,” said Daniel O’Day,
chief operating officer of Roche Pharma. “By combining Foundation
Medicine’s pioneering approach to genomics and molecular
information with Roche’s expertise in the field of oncology, we can
bring personalized healthcare in oncology to the next level.”
The emerging field of molecular information and genomic analysis
will play an increasingly important role for future medicines and
diagnostic solutions, in particular for cancer patients. Foundation
Medicine supports physicians by providing comprehensive molecular
information to characterize a tumor that is being matched with
approved targeted therapy options and novel treatments in
development. Understanding the comprehensive genomic profile of a
patient’s disease will enable better personalized healthcare
solutions to optimize treatment outcomes for patients with
cancer.
“We are excited to announce this strategic collaboration with
Roche, which will help accelerate our business, and importantly,
represents significant potential for individuals with cancer around
the world. We believe that putting molecular information at the
center of cancer care will help transform the delivery of care for
patients and speed the pace of drug discovery and development,”
said Dr. Pellini. “The structure of our agreement with Roche also
allows us to maintain the entrepreneurial spirit at Foundation
Medicine and ensures that our business model, network of
partnerships and objectives are not altered.”
Novel approaches to R&D, Product Development and
Commercialization
Under the terms of the R&D collaboration agreement, Roche is
committing to R&D funding of potentially more than USD 150
million for a minimum of five years and will contribute its
expertise and breadth in oncology. Foundation Medicine will
continue to operate independently and will contribute its
experience in the development of comprehensive genomic profiling
tests for oncology. The initial focus of the R&D collaboration
will be on developing genomic profile tests for cancer
immunotherapies and for continuous blood-based monitoring.
Roche will be able to utilize Foundation Medicine’s proprietary
molecular information platform to standardize clinical trial
testing. This aspect of the relationship is designed to enable
comparability of clinical trial results for R&D purposes, and
ultimately in the clinic. Foundation Medicine’s pharmaceutical
services business will not be impacted and could be enhanced as its
capabilities increase with the investments and experience in
working with Roche as a customer.
The R&D collaboration and Foundation Medicine’s current and
future tests are expected to deliver insights to support
development of combination therapies, novel targets, more accurate
patient population identification and inclusion in clinical trials,
and next generation companion diagnostics. The intention is to
improve decision making and support optimization of patient care as
oncology management becomes more complex.
In addition to the R&D collaboration, both parties also
agreed to a commercial collaboration agreement designed to broaden
Foundation Medicine’s position across clinical and molecular
information markets. Specifically, Roche will obtain rights ex-U.S.
(under the Foundation Medicine brand) to existing Foundation
Medicine products, as well as to future co-developed products. In
the U.S., Roche will engage its medical education team in providing
medical information to pathologists. The collaboration agreements
will become effective upon the completion of Roche’s direct
investment in Foundation Medicine and the tender offer, as
described below.
Transaction Structure and Governance
Under the terms of the contemplated transaction, Roche will
invest USD 250 million in Foundation Medicine at a per share
issuance price of USD 50 (5 million shares) to fund its operations
and development. In addition, Roche will commence a tender offer at
a per share price of USD 50, which, when combined with Roche’s
direct investment in Foundation Medicine, will result in Roche
owning a minimum of 52.4% and a maximum of 56.3% of Foundation
Medicine on a fully diluted basis. The offer price constitutes a
109% premium over the closing price of last Friday, January 9,
2015.
The completion of Roche’s direct investment in Foundation
Medicine, and the successful outcome of the tender offer, as well
as the execution of the collaboration agreements are all
cross-conditional subject to Foundation Medicine shareholder
approval, clearance under the Hart-Scott-Rodino Antitrust
Improvements Act and other customary closing conditions.
The transaction has been unanimously approved by the Foundation
Medicine Board of Directors. In addition, Third Rock Ventures,
Kleiner Perkins Caufield & Byers and Google Ventures, three
shareholders owning approximately 31% of Foundation Medicine equity
combined, have entered into a support agreement pursuant to which
they have each committed to vote in favor of the transaction and to
tender at least a majority of their shareholdings in the tender
offer.
Upon the closing, Foundation Medicine’s board of directors will
be increased to nine directors and will include three designees of
Roche, including Daniel O’Day. Four existing independent directors
of Foundation Medicine and Michael Pellini, M.D., will continue as
directors and one new independent director will be added. It is
anticipated that Alexis Borisy will remain Chairman.
The transaction is expected to close in the second quarter of
2015.
Goldman, Sachs & Co. is acting as financial advisor to
Foundation Medicine and Goodwin Procter LLP is acting as legal
counsel to Foundation Medicine. Citi is acting as financial advisor
to Roche and Davis Polk & Wardwell LLP is acting as legal
counsel to Roche.
Conference Call
The management team will host a conference call discussing its
collaboration with Roche on Monday, January 12, 2015, at 8:30 a.m.
ET. The call can be accessed by dialing (855) 420-0652 (domestic)
or (484) 365-2939 (international) five minutes prior to the start
of the call and providing the passcode 64129578.
The live, listen-only webcast of the conference call may be
accessed by visiting the investors section of the company's website
at investors.foundationmedicine.com. A replay of the webcast will
be available shortly after the conclusion of the call and will be
archived on the company's website for two weeks following the
call.
About Foundation Medicine
Foundation Medicine (NASDAQ: FMI) is a molecular information
company dedicated to a transformation in cancer care in which
treatment is informed by a deep understanding of the genomic
changes that contribute to each patient’s unique cancer. The
company’s clinical assays, FoundationOne for solid tumors and
FoundationOne Heme for hematologic malignancies, sarcomas and
pediatric cancers, provide a fully informative genomic profile to
identify the molecular alterations in a patient’s cancer and match
them with relevant targeted therapies and clinical trials.
Foundation Medicine’s molecular information platform aims to
improve day-to-day care for patients by serving the needs of
clinicians, academic researchers and drug developers to help
advance the science of molecular medicine in cancer. For more
information, please visit http://www.FoundationMedicine.com or
follow Foundation Medicine on Twitter (@FoundationATCG).
Foundation Medicine® and FoundationOne® are registered
trademarks of Foundation Medicine, Inc.
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.
Cautionary Statement Regarding Forward-Looking
Statements
Statements in this press release may contain, in addition to
historical information, certain statements that are
“forward-looking statements” within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. Foundation
Medicine has identified some of these forward-looking statements
with words like “believe,” “may,” “could,” “would,” “might,”
“possible,” “will,” “should,” “expect,” “intend,” “plan,”
“anticipate,” or “continue,” the negative of these words, other
terms of similar meaning or the use of future dates.
Forward-looking statements in this press release include without
limitation statements regarding the planned completion of the
collaboration between Foundation Medicine and Roche, the tender
offer, the issuance of shares of Foundation Medicine common stock
to Roche and any of the transactions contemplated by the documents
for the proposed transactions. These statements are subject to
risks and uncertainties that could cause actual results and events
to differ materially from those anticipated, including, but not
limited to, risks and uncertainties related to: uncertainties as to
the timing of the transactions; uncertainties as to the percentage
of shares of Foundation Medicine stock tendered in the offer; the
possibility that competing offers will be made; the possibility
that various closing conditions for the transaction may not be
satisfied or waived, including that a governmental entity may
prohibit, delay or refuse to grant approval for the consummation of
the transaction; the effects of disruption caused by the
transaction making it more difficult to maintain relationships with
employees, collaborators, vendors and other business partners; the
risk that stockholder litigation in connection with the transaction
may result in significant costs of defense, indemnification and
liability; the risks that any anticipated product launch or global
expansion will be delayed, cancelled or unsuccessful; the
unsuccessful realization of Foundation Medicine’s expectations and
beliefs regarding the future conduct and growth of Foundation
Medicine’s business and the markets in which it operates; and other
risks and uncertainties discussed in Foundation Medicine’s filings
with the SEC, including the “Risk Factors” sections of Foundation
Medicine’s most recent annual report on Form 10-K and subsequent
quarterly reports on Form 10-Q, as well as the tender offer
documents to be filed by Roche, the Solicitation/Recommendation
Statement to be filed by Foundation Medicine and the proxy
statement to be filed by Foundation Medicine. Foundation Medicine
undertakes no obligation to update any forward-looking statements
as a result of new information, future developments or otherwise,
except as expressly required by law. All forward-looking statements
in this press release are qualified in their entirety by this
cautionary statement.
Important Information and Where to Find It
The tender offer described in this press release (the “Offer”)
has not yet commenced, and this press release is neither an offer
to purchase nor a solicitation of an offer to sell any shares of
the common stock of Foundation Medicine or any other securities. On
the commencement date of the Offer, a tender offer statement on
Schedule TO, including an offer to purchase, a letter of
transmittal and related documents, will be filed with the United
States Securities and Exchange Commission (the “SEC”) by Roche, and
a Solicitation/Recommendation Statement on Schedule 14D-9 will be
filed with the SEC by Foundation Medicine. The offer to purchase
shares of Foundation Medicine common stock will only be made
pursuant to the offer to purchase, the letter of transmittal and
related documents filed as a part of the Schedule TO. Also in
connection with the proposed transactions, Foundation Medicine will
file a proxy statement with the SEC. INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THE TENDER OFFER STATEMENT, THE
SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER AND THE
PROXY STATEMENT, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders may obtain a free copy
of these statements (when available) and other documents filed with
the SEC at the website maintained by the SEC at www.sec.gov or by
directing such requests to the Information Agent for the tender
offer which will be named in the tender offer statement. Copies of
Foundation Medicine’s filings with the SEC may be obtained free of
charge at the “Investors & Press” section of Foundation
Medicine’s website at www.foundationmedicine.com or by contacting
investor relations at 617-418-2283.
Certain Information Regarding Participants
Foundation Medicine and its directors, executive officers and
other members of its management and employees may be deemed under
SEC rules to be participants in the solicitation of proxies of
Foundation Medicine’s stockholders in connection with the proposed
transactions. Information concerning the interests of Foundation
Medicine’s participants in the solicitation, which may, in some
cases, be different than those of Foundation Medicine’s
stockholders generally, is set forth in materials filed by
Foundation Medicine with the SEC, including in Foundation
Medicine’s definitive proxy statement filed with the SEC on April
30, 2014, and will be set forth in the proxy statement relating to
the transactions when they become available. These documents can be
obtained free of charge from the sources indicated above.
All trademarks used or mentioned in this release are protected
by law.
Media Contact:Pure Communications, Inc.Dan Budwick,
973-271-6085dan@purecommunicationsinc.comorInvestor
Contact:Foundation MedicineKhaled Habayeb,
617-418-2283ir@foundationmedicine.com
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