Roche Holding AG (SWX:ROG) entered into a definitive merger agreement to acquire GenMark Diagnostics, Inc. (NasdaqGM:GNMK) for $1.9 billion on March 12, 2021. Under the terms of the merger agreement, Roche will promptly commence a tender offer to acquire all outstanding shares of GenMark's common stock at a price of $24.05 per share in an all-cash transaction. This corresponds to a total transaction value of approximately $1.8 billion on a fully diluted basis. Following the completion of the tender offer, Roche will acquire all remaining shares at the same price of $24.05 per share in cash through a second step merger. As of March 25, 2021, Roche Holding commenced the tender offer. The merger agreement provides for a termination fee of $61.5 million payable by GenMark to Roche under specified circumstances. Once the acquisition is completed, GenMark's principal operations will continue at its current location in Carlsbad, California, USA.

The transaction is subject to customary closing conditions, including the tender of at least a majority of the outstanding shares of GenMark's common stock, regulatory approval and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The merger agreement has been unanimously approved by the Boards of Directors of GenMark and Roche. GenMark will file a recommendation statement containing the unanimous recommendation of the GenMark board that GenMark stockholders tender their shares to Roche. As of April 12, 2021, the waiting period under the HSR Act applicable to the Offer expired. Accordingly, the condition to the Offer relating to the expiration or termination of the waiting period under the Hart–Scott–Rodino Antitrust Improvements Act has been satisfied. The transaction is expected to close in the 2nd quarter of 2021. As of April 13, 2021, offer is expected to expire on April 21, 2021.

Citigroup Inc. (NYSE:C) is acting as financial advisor to Roche and Sharon R. Flanagan, John Butler, Sally Wagner Partin, Steve Han and John H. Butler of Sidley Austin LLP is acting as legal counsel to Roche. J.P. Morgan Securities LLC acted as the exclusive financial advisor and fairness opinion provider to GenMark and David M. Clark of DLA Piper LLP is acting as legal counsel to GenMark. Under the terms of J.P. Morgan's engagement, GenMark Diagnostics has agreed to pay J.P. Morgan a transaction fee that is equal to approximately $28 million, of which $2 million was payable upon delivery of its fairness opinion and the remainder is contingent upon the closing of the transactions, for its financial advisory services. Citibank, N.A. acted as the depositary to Roche.

Roche Holding AG (SWX:ROG) completed the acquisition of GenMark Diagnostics, Inc. (NasdaqGM:GNMK) on April 21, 2021. Under the transaction, 61.2 million shares of GenMark's common stock were validly tendered in offer. Roche has accepted for payment all shares validly tendered and not validly withdrawn pursuant to its tender offer for all outstanding shares of common stock of GenMark. Roche intends to complete the acquisition of remaining stake in GenMark through a merger without a vote or meeting of GenMark's stockholders. In the merger, all shares of GenMark not owned by GenMark, Roche or Roche's wholly owned subsidiaries (other than shares as to which appraisal rights have been validly exercised under Delaware law) will be converted into the right to receive $24.05 in cash per share, less any applicable withholding taxes, as was paid in the tender offer. Following completion of the merger, GenMark will become a wholly owned subsidiary of Roche, and GenMark's shares will cease to be traded on the NASDAQ Stock Market.