Roche and Foundation Medicine reach definitive merger agreement

Roche  and Foundation Medicine have entered into a definitive merger agreement for Roche to acquire the outstanding shares of Foundation Medicine’s common stock not already owned by Roche and its affiliates at a price of US$ 137.00 per share in cash. This corresponds to a total transaction value of US$ 2.4 billion. The merger agreement has 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 Medicine board have indicated that they intend to tender their Foundation Medicine shares in the tender offer.

Daniel O’Day, CEO Roche Pharmaceuticals, said, “This is important to our personalized 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. We will preserve Foundation Medicine’s autonomy while supporting them in accelerating their progress.”

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 is informed by a deep understanding of the molecular changes that contribute to their disease. Their services include 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 personalized care informed by validated molecular information. 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,” said Troy Cox, Chief Executive Officer for Foundation Medicine.