Roche commences tender offer for all shares of Ignyta, Inc. for US$ 27.00 per share in cash
Roche today announced that it has commenced a cash tender offer for all of the outstanding shares of common stock of Ignyta, Inc. (NASDAQ: RXDX) at a price of US$ 27.00 per share. The tender offer is being made pursuant to the previously announced merger agreement dated as of 21 December 2017 among Ignyta, Inc., Roche Holdings, Inc., an indirect wholly owned subsidiary of Roche Holding Ltd, and Abingdon Acquisition Corp., a wholly owned subsidiary of Roche Holdings, Inc. The tender offer period will expire at 12am midnight, Eastern Time, at the end of the day on 7 February 2018, unless the offer is extended.
Roche has filed a tender offer statement on Schedule TO with the United States Securities and Exchange Commission (SEC). Abingdon Acquisition Corp. is the acquirer in the tender offer. The Offer to Purchase contained within the Schedule TO sets out the terms and conditions of the tender offer.
Ignyta has also filed a Solicitation/Recommendation Statement with the SEC on Schedule 14D-9, which includes the unanimous recommendation of the Ignyta board of directors that Ignyta stockholders tender their shares in the tender offer. Closing of the tender offer is conditioned upon customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and there being validly tendered and not validly withdrawn a majority of the outstanding shares of Ignyta common stock. The offer is not subject to any financing condition. Following successful completion of the tender offer, any shares not acquired in the tender offer will be acquired in a second step merger at the same price of US$ 27.00 per share. The closing of the transaction is expected to take place in the first half of 2018.
The complete terms and conditions are set out in the Offer to Purchase, which was filed with the SEC today, 10 January 2018. Ignyta stockholders may obtain copies of all of the offering documents, including the Offer to Purchase, free of charge at the SEC’s website ( www.sec.gov ) or by directing a request for the Solicitation/Recommendation Statement on Schedule 14D-9 to Ignyta’s website www.ignyta.com/investors or the Offer to Purchase and the other related materials to MacKenzie Partners, Inc., the Information Agent for the offer, toll free at (800) 322-2885 (please call (212) 929-5500 (collect) if you are located outside the US or Canada) or via email at tenderoffer [at] mackenziepartners (p) com.
Citi is acting as financial advisor to Roche and Sidley Austin LLP is acting as legal counsel to Roche. BofA Merrill Lynch and J.P. Morgan Securities LLC are acting as financial advisors to Ignyta and Latham & Watkins LLP is acting as legal counsel to Ignyta.
Ignyta develops potentially life-saving, precisely targeted therapeutics (Rx) guided by diagnostic (Dx) tests to patients with cancer. Its integrated Rx/Dx strategy allows it to enter uncharted territory, illuminating the molecular and immunological drivers of cancer and quickly advancing treatments to address them. This approach embraces even those patients with rare cancers, who have the highest unmet need and who may otherwise not have access to effective treatment options. For additional information about Ignyta, please visit www.ignyta.com.