Roche has announced that it has commenced a cash tender offer for all of the outstanding shares of common stock of Ignyta, 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, an indirect wholly owned subsidiary of Roche Holding Ltd, and Abingdon Acquisition Corp., a wholly owned subsidiary of Roche Holdings. 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waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and there being validly tendered and not validly withdrawn a majority of the outstanding shares of Ignyta common stock.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 201
Roche begins tender offer, outstanding shares of ignyta
4.jpg)