M&A

As Spark shareholders balk, FTC holdup helps delay Roche’s $4.3B buyout

Roche is having a bit of a hiccup in closing its $4.3 billion buyout of Spark after a heated bidding war, causing the pharma giant to push the deadline for a deal that it insists is going to be completed in two months.

Two hurdles currently stand in the way: Roche hasn’t secured the majority support it needs from Spark’s shareholders, and the Federal Trade Commission has yet to give its blessing for the deal. The FTC, which routinely reviews proposed mergers and acquisitions to ensure they don’t reduce competition, was taking longer than expected, according to Roche.

In an effort to extend the offer, which would have ended today, the Swiss company has withdrawn its Premerger Notification and Report Form with plans to refile it in a week. That kickstarts a new 15-day waiting period and shifts the deadline to April 25.

“The withdrawal and refiling was done in agreement with Spark and the relevant FTC stakeholders in order to provide more time for the FTC to complete their review,” a spokesperson told Endpoints News.

The new deadline also means Spark shareholders now have until May 2 to accept Roche’s offer and sell their stock for $114.50 per share — a hefty premium over the $51.56 level just before the deal was announced. Currently, only 29.4% of Spark shares have signed up for the deal.

Reuters noted that Philadelphia-based Spark faces at least three lawsuits in the US accusing leadership of undervaluing Spark’s stock and being unfair to investors.

Roche declined to elaborate whether it’s taking any measures to shore up support, saying only that the offer price is “full and fair. The merger agreement has been approved unanimously by Spark Therapeutics’ Board of Directors, and Spark Therapeutics’ Board of Directors has unanimously agreed to recommend it to its shareholders.”

It’s expecting to close the deal in the first half of 2019.


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Research Scientist - Immunology
Recursion Pharmaceuticals Salt Lake City, UT
Director of Operations
Atlas Venture Cambridge, MA

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