Roche to acquire Nasdaq-listed Foundation Medicine

Roche announced on Tuesday that it has entered into a definitive merger agreement with Nasdaq-listed Foundation Medicine, for Roche to acquire the outstanding shares of Foundation’s common stock not already owned by Roche and its affiliates, at a price of $137 per share in cash.

The Swiss drugmaking giant said that corresponded to a total transaction value of $2.4bn on a fully-diluted basis, and a total company value of $5.3bn on a fully-diluted basis - a premium of 29% to Foundation’s closing price on 18 June, and a premium of 47% and 68% to its 30-day and 90-day volume weighted average share price, respectively.

The merger agreement had been unanimously approved by the board of Roche and a special committee of the independent directors of Foundation Medicine, and by its full board of directors with the Roche-designated directors abstaining from the deliberations and vote.

All current members of the Foundation board had indicated that they intended to tender their Foundation shares in the tender offer.

“This is important to our personalised healthcare strategy as we believe molecular insights and the broad availability of high quality comprehensive genomic profiling are key enablers for the development of, and access to, new cancer treatments,” said Roche Pharmaceuticals chief executive officer Daniel O'Day.

“We will preserve FMI's autonomy while supporting them in accelerating their progress.”

Roche said Foundation Medicine, based in Cambridge, Massachusetts, is a “market leading” molecular information company dedicated to a transformation in cancer care, where each patient's treatment was informed by a “deep understanding” of the molecular changes that contributed to the disease.

It said the firm’s services included a full suite of comprehensive genomic profiling (CGP) assays to identify the molecular alterations in a patient's cancer, and match them with relevant targeted therapies, immunotherapies and clinical trials.

“Foundation Medicine and Roche share the philosophy that every cancer patient should have access to personalised care informed by validated molecular information,” said Foundation Medicine CEO Troy Cox.

“Joining forces with Roche as an independent operating company allows Foundation Medicine to continue its collaboration with Roche, as well as our biopharma partners, to drive ubiquitous access to CGP testing and innovative data services.”