Swiss-based Roche’s is buying Spark Therapeutics for of $114.50 per share in cash, total $4.3 billion through its fully owned subsidiary 022019 Merger Subsidiary.
Roche said in the announcement Tuesday that it has been advised by Citibank, N.A., the depositary for the tender offer, that a total of about 23,276,342 shares of Spark’s common stock were validly tendered and not validly withdrawn in the tender offer, which is approximately 60.4% of the total number of shares of Spark’s common stock outstanding.
Roche said it plans to acquire Spark Tuesday through a merger of 022019 Merger Subsidiary, Inc. with and into Spark without a vote or meeting of Spark’s shareholders.
In the merger, all shares of Spark not owned by Spark, Roche or Roche’s 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, Roche said.
After the merger, Spark will become a wholly owned subsidiary of Roche and Spark’s shares will cease to be traded on the NASDAQ Stock Market.