Foundation Medicine Enters a Broad, Strategic Collaboration with Roche in the Field of Molecular Information in Oncology
—Collaboration leverages both companies' strengths to advance the progress of personalized treatments for patients with cancer—
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Roche to acquire a majority interest inFoundation 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 millionFoundation Medicine shares atUSD 50 per share with an aggregate tender value of approximatelyUSD 780 million .Roche will also investUSD 250 million inFoundation Medicine by acquiring 5 million newly issued shares atUSD 50 per share. - Partnership includes both a broad R&D collaboration with the potential for more than
USD 150 million funding byRoche 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 andFoundation Medicine Boards of Directors have unanimously approved the transaction.
"We are very pleased to enter into this collaboration with
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.
"We are excited to announce this strategic collaboration with
Novel approaches to R&D, Product Development and Commercialization
Under the terms of the R&D collaboration agreement,
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,
Transaction Structure and Governance
Under the terms of the contemplated transaction,
The completion of Roche's direct investment in
The transaction has been unanimously approved by the
Upon the closing, Foundation Medicine's board of directors will be increased to nine directors and will include three designees of
The transaction is expected to close in the second quarter of 2015.
Goldman, Sachs & Co. is acting as financial advisor to
Conference Call
The management team will host a conference call discussing its collaboration with
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® and FoundationOne® are registered trademarks of
About
Headquartered in
In 2013 the
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.
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
Certain Information Regarding Participants
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