Roche Holding AG (SWX:ROG) entered into a definitive merger agreement to acquire Spark Therapeutics, Inc. (NasdaqGS:ONCE) for $4.5 billion on February 22, 2019. Under the terms of transaction, Roche Holding AG will commence a tender offer to acquire all outstanding shares of common stock of Spark Therapeutics, Inc. at a price of $114.5 per share in cash. Under the terms of the transaction, Roche will acquire all in-the money options, restricted stock units and the restricted stock awards of Spark Therapeutics, Inc. Following completion of the tender offer, Roche Holding AG will acquire all remaining shares of Spark Therapeutics, Inc. at the same price of $114.5 per share through a second step merger. As of March 7, 2019, Roche commenced the tender offer for all of the outstanding shares of common stock of Spark, the tender offer period will expire on 3 April 2019, unless the offer is extended. Roche will finance the transaction by a combination of available funds and commercial paper. Spark Therapeutics is expected to remain a separate independent company and will retain its name. Post-acquisition, Spark Therapeutics become a wholly owned subsidiary of Roche. At closing, Spark Therapeutics Common Stock will be de-listed from NASDAQ and de-registered under the Exchange Act. Upon the termination of the agreement, under specified circumstances, Spark Therapeutics will be required to pay to Roche a termination fee of $144 million.

Upon closing, Spark Therapeutics, Inc. will continue its operations in Philadelphia as an independent company within Roche Holding AG. The transaction is subject to a majority of outstanding shares of Spark Therapeutics, Inc. being tendered, receipt of certain regulatory approvals, including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the agreement shall have been terminated and other customary conditions. The Boards of both Spark Therapeutics and Roche Holding unanimously approved the merger agreement and resolved to recommend that their respective shareholders accept the offer. The transaction is not subject to a financing contingency. Board formed a transaction committee of independent Directors for the transaction. As of April 2, 2019, Roche withdrew its Premerger Notification and Report Form under the Hart-Scott-Rodino Act and intends to refile a Premerger Notification and Report Form under the HSR Act on or about April 10, 2019 in connection with the transaction. As a result, the offering period under the tender offer has been extended until May 2, 2019, unless it is extended. As of April 26, 2019, Roche withdrew its Premerger Notification and Report Form under the Hart-Scott-Rodino Act and intends to refile a Premerger Notification and Report Form under the HSR Act on or about May 9, 2019 in connection with the transaction. As a result, the offering period under the tender offer has been extended until June 3, 2019, unless it is extended. As of May 14, 2019, Roche intends to refile a premerger notification and Report Form under the HSR Act on or about May 23, 2019 in connection with the transaction. Following the refilling by Roche, the waiting period applicable to the pending acquisition will expire on or about June 7, 2019. As a result, Roche is extending the offering period of the offer until June 14, 2019. As of June 7, 2019, Roche and Spark Therapeutics, Inc. received request for additional information from FTC under Hart-Scott-Rodino Act and as of June 10, 2019, announced extension of tender offer to July 31, 2019. As a result of the second requests, the waiting period under the HSR Act applicable to the purchase of shares pursuant to the offer has been extended to the date that is ten calendar days after substantial compliance by Roche with the second request that it received from the FTC, unless such waiting period is terminated earlier by the FTC. On July 5, 2019, Spark Therapeutics and Roche Holdings entered into amendment to the agreement, pursuant to which either Spark Therapeutics or Roche Holdings would have the right to terminate the agreement if the offer has not been consummated on or before such date may be extended to April 30, 2020. As on August 30, 2019, approximately 9.28 million shares had been validly tendered and received, and not validly withdrawn, pursuant to the Offer, representing approximately 24.1% of Spark's outstanding Shares. As of July 31, 2019, the offering period has been extended until September 3, 2019 to provide additional time for FTC and CMA to complete their previously disclosed reviews. As of September 3, 2019, the offering period has been extended until October 1, 2019. As of September 30, 2019, the offering period has been extended until October 30, 2019. On October 18, 2019, Roche Holdings notified its proposed acquisition of Spark to the CMA for merger clearance by submitting a merger notice to the CMA. On October 21, 2019, the CMA published a commencement notice confirming that its Phase 1 review would commence on October 22, 2019. The Phase 1 review period is currently scheduled to end on December 16, 2019. As on December 16, 2019, The Competition and Markets Authority (CMA) and FTC cleared the acquisition and granted unconditional clearance and termination of the waiting period under the HSR Act. As a result, the condition to the offer with respect to the expiration or termination of any applicable waiting period under the HSR Act has been satisfied and all antitrust approvals required to complete the offer have now been received. As of October 29, 2019, the offering period has been extended until November 25, 2019. The end date (the date by which the closing of the transaction must occur) is December 31, 2019, but if the conditions relating to antitrust laws have not been satisfied by that time then Roche and Spark each have the right to extend until January 31, 2020. As of July 22, 2019, the transaction is expected to close in 2019. As of October 16, 2019, the transaction is expected to complete by the end of 2019. As per filing on November 22, 2019, the transaction is expected to close on December 10, 2019. As of December 9, 2019, the offering period has been extended until December 16, 2019. The transaction is not expected to have an impact on Roche's financial guidance for 2019.

Alan Hartman, Mark Robinson and Eric Tokat of Centerview Partners and George Milstein, Prasad Parmeshwaran, Jeff Urlich and Michael Dorf of Cowen and Company, LLC acted as financial advisors for Spark Therapeutics, Inc. Deborah Birnbach, Andrea Murino, Kirby Lewis, Stuart M. Cable, Lisa R. Haddad and Blake Liggio of Goodwin Procter LLP acted as legal advisors to Spark Therapeutics. Chris Hite of Citigroup Global Markets Inc. acted as financial advisor for Roche Holding AG while Arthur Golden, Marc O. Williams and Brian Wolfe of Davis Polk & Wardwell LLP acted as legal advisors to Roche Holding AG. Daniel Wolf and Carlo Zenkner of Kirkland & Ellis LLP represented Centerview in this transaction. MacKenzie Partners, Inc. acted as information agent and Citibank, N.A. acted as Depository to Spark in the transaction. American Stock Transfer & Trust Company, LLC acted as transfer agent to Spark. Centerview provided fairness opinion to Spark. Spark has agreed to pay Centerview a transaction fee of approximately $77 million, of which $1.5 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. Cowen will render a second fairness opinion to Spark and Spark agreed to pay Cowen a fee of $0.5 million upon announcement of the transactions in the event Cowen did not render such fairness opinion. In the event that a fairness opinion was requested by the Spark, $1 million in the aggregate would have been payable to Cowen.