Roche extends Spark merger timeline to give US government more time

Roche announced on Friday that it has withdrawn its premerger notification and report form under the US Hart-Scott-Rodino Act, in connection with its pending acquisition of Nasdaq-listed Spark Therapeutics, relating to its previously-announced tender offer to purchase all of the outstanding shares of common stock in Spark for $114.50 per share.

The Swiss pharmaceuticals giant said the review of the transaction was ongoing, with the parties “actively working” with the government to facilitate that process.

In order to provide the government with additional time to complete its current review, Roche said it had elected to withdraw and refile the premerger notification and report form under the act.

“Roche and Spark intend to refile their respective premerger notification and report forms on or about 9 May,” the company said in its statement.

“Following the refiling by Roche, the waiting period applicable to the pending acquisition will expire at 1159 EDT on or about 24 May, but this period may be shortened if the government grants ‘early termination’ of the waiting period, or it may change if Roche voluntarily withdraws and refiles its premerger notification and report forms in order to restart the 15-day waiting period or if the reviewing agency issues a formal request for additional information and documentary material.”

Closing of the offer remained conditional on, among other closing conditions, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.

As a result of the withdrawal and refiling of the premerger notification and report form, Roche said the conditions to the offer were not expected to be satisfied at the currently-scheduled expiration of the tender offer.

As a result, the company was extending the offering period, which was previously scheduled to expire at midnight EDT on 2 May, until 1700 EDT on 3 June, unless it was extended further.

All terms and conditions of the offer would remain unchanged during the extended period.