Roche and Spark announce All antitrust approvals required to close the transaction received

• Published Month : Tuesday, 17 Dec 2019 05:00 pm

Roche and Spark Therapeutics, Inc. announce closing of investigation and unconditional clearance by the FTC and expiration of Hart-Scott-Rodino waiting period for acquisition of Spark Therapeutics, Inc

Roche (SIX: RO, ROG; OTCQX: RHHBY) and Spark Therapeutics, Inc. (NASDAQ: ONCE) (“Spark”) announced that the Federal Trade Commission closed its investigation and granted unconditional clearance and termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”) in connection with Roche’s pending acquisition of Spark pursuant to its previously announced tender offer to purchase all of the outstanding shares of common stock (the “Shares”) of Spark for USD 114.50 per Share, net to the seller thereof in cash, without interest and subject to any withholding taxes required by applicable law and upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 7, 2019 (as it may be amended and supplemented from time to time, the “Offer”). As a result, the condition to the Offer with respect to the expiration or termination of any applicable waiting period under the HSR Act has been satisfied and all antitrust approvals required to complete the Offer have now been received.

The offering period of the Offer is scheduled to expire at 5:00 p.m., New York City time, on Monday, December 16, 2019, unless it is extended further under the circumstances set forth in the Agreement and Plan of Merger, dated as of February 22, 2019, by and among Roche Holdings, Inc., 022019 Merger Subsidiary, Inc., and Spark. 

Closing of the tender offer is conditioned upon customary closing conditions, including there being validly tendered and received, and not validly withdrawn, a majority of the outstanding Spark Shares.