Roche To Acquire Foundation Medicine in $2.4-Billion Deal

By Akia Thorpe -

June 20, 2018

Roche has agreed to acquire full ownership of Foundation Medicine’ a Cambridge, Massachusetts-based molecular information company, by acquiring the outstanding shares not already owned by Roche for approximately $2.4 billion. Roche now owns more than 50% of the company.

Foundation Medicine’s services include a full suite of genomic-profiling assays to identify the molecular alterations in a patient's cancer and match them with relevant targeted therapies, immunotherapies, and clinical trials.

“This is important to our personalized healthcare strategy as we believe molecular insights and the broad availability of high quality comprehensive genomic profiling are key enablers for the development of, and access to, new cancer treatments,” said Daniel O’Day, CEO of Roche Pharmaceuticals, said in June 19, 2018 statement.

Under the terms, Roche will acquire the remaining stock at a price of $137 per share in cash. This corresponds to a total transaction value of $2.4 billion and a total company value of $5.3 billion.

The agreement has been unanimously approved by the board of Roche and a Special Committee of the independent directors of Foundation Medicine and by its full board of directors with Roche designated directors abstaining from the deliberations and vote. All current members of the Foundation Medicine board have indicated that they intend to tender their Foundation Medicine shares in the tender offer.

The closing of the tender offer will be subject to a majority of Foundation Medicine’s outstanding shares not already held by Roche being tendered in the tender offer. In addition, the transaction is subject to other customary closing conditions. Following completion of the tender offer, Roche will acquire all remaining shares at the same price of $137 per share through a second-step merger. The closing of the transaction is expected to take place in the second half of 2018

The move follows Roche’s $1.9-billion acquisition earlier this year (April 2018) of Flatiron Health, a New York-headquartered healthcare technology and services company focused on oncology.

Source: Roche