FTC Requests Info for Roche’s $4.3-Billion Acquisition of Spark Therapeutics

On June 10, 2019, Roche and Spark Therapeutics, a Philadelphia, PA-based company focused on gene therapies, announced that they received a request for additional information and a request for documentary material (second request) from the US Federal Trade Commission (FTC) regarding FTC’s review of Roche’s pending $4.3-billion acquisition of Spark. Also, the UK Competition and Markets Authority (CMA) opened an investigation to obtain further information in relation to the proposed acquisition.

As a result of the second request, Roche has extended the offering period of its previously announced tender offer to purchase all shares of Spark for $114.50 per share in cash. The offer, which was previously scheduled to expire on Friday, June 14, 2019, has been extended until July 31, 2019. All terms and conditions of the offer shall remain unchanged during the extended period.

CMA’s separate investigation will determine whether the department considers that it has jurisdiction over the acquisition and if so, whether CMA considers that the acquisition may be expected to result in a substantial lessening of competition in the UK such as to warrant a more detailed, Phase II review. Pending the outcome of its investigation, the CMA has issued an interim enforcement order that would become effective upon closing of the transaction and would require Roche to hold separate the Spark business. The companies are working cooperatively with the CMA and will continue to do so, according to Roche.

Closing of the tender offer is dependent on customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and tendering and receiving a majority of the outstanding Spark shares.

Source: Roche