Roche and Spark Continue to See Delays for Pending Deal

Delayed

In what should come as no surprise, Roche and Spark Therapeutics have further delayed their plan to merge, with antitrust concerns still being blamed. This week, Roche said it extended its tender-offer period for outstanding shares of Spark to Oct. 1 from Sept. 3.

In February, Roche announced it intended to acquire Spark Therapeutics for $4.8 billion. When the deal was publicized, Roche agreed to acquire all outstanding shares of Spark at $114.50 per share. The initial offer included plans to acquire all the outstanding shares by Sept. 3, but constant-seeming delays have forced the Swiss pharma giant to delay its plans once again.

In its announcement this week, Roche said the tender offer was extended in order to provide additional time for the U.S. Federal Trade Commission and the U.K. Competition and Markets Authority to complete the pending review of the acquisition. As of Aug. 30, the Friday before the offer was extended, Roche said there were still a significant number of Spark shares that have yet to be tendered. Roche said approximately 9,284,005 shares of Spark Therapeutics have so far been tendered, which represents about 24.1% of Spark’s outstanding shares.

Despite the delays, Roche says it remains confident that the deal will go through and Spark will fall under the umbrella of the company. Both Roche and Spark say they remain committed to the transaction and are working cooperatively and expeditiously with the FTC and the CMA. What those concerns being investigated by the regulatory authorities are remains a secret. It is possible the authorities are concerned the merger could create a monopoly of some treatment options. Similar concerns prompted Bristol-Myers Squibb and Celgene to offload psoriasis and psoriatic arthritis treatment Otezla for $13.4 billion ahead of the merger of those companies.

While the companies publicly remain confident that the acquisition will be blessed by the agencies, in July Roche said it pushed the timeline to finalize the deal back three months to April 2020 from the original closing deadline of Jan. 31, 2020. At the time the extension was announced, Roche Chief Executive Officer Severin Schwann said he remains hopeful that the deal will close by the end of this year. The extension followed a June announcement from Roche that the Federal Trade Commission requested additional information about the deal in order to complete its review of the pending acquisition.

If the deal goes through, bringing Spark into the Roche fold will add the approved gene therapy treatment Luxturna to its product pipeline. Luxturna (voretigene neparvovec) was approved as a (potential) one-time treatment for a rare, genetic form of blindness. In addition to Luxturna, Roche is also interested in Spark’s gene therapy program for hemophilia A. Last year, Spark released mid-stage data that showed a one-time treatment yielded a 97% response rate in reduced bleeding events in patients. Spark’s gene therapy treatment is expected to complement Roche’s hemophilia treatment Hemlibra. A 2018 approval for a second indication makes Hemlibra the only prophylactic treatment for people with hemophilia A with and without factor VIII inhibitors that can be administered subcutaneously and also includes a dosing regimen up to once every four weeks.

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