This Amendment No. 4 (this
Amendment No.
4
) amends and
supplements the Solicitation/Recommendation Statement on Schedule
14D-9
(as amended or supplemented from time to time, the
Schedule
14D-9
) filed by
Spark Therapeutics, Inc., a Delaware corporation (the
Company
,
Spark
,
we
or
us
), with the Securities and Exchange Commission (the
SEC
) on March 7,
2019.
The Schedule
14D-9
relates to the cash tender offer (the
Offer
) by 022019 Merger
Subsidiary, Inc., a Delaware corporation (
Merger Sub
), a wholly owned subsidiary of Roche Holdings, Inc., a Delaware corporation (
Roche Holdings
), to acquire all of the issued and outstanding shares of common
stock, par value $0.001 per share (the
Shares
and each, a
Share
), at a price per Share equal to $114.50, net to the seller of such Shares in cash, without interest, subject to any withholding of taxes required
by applicable law. The Offer is disclosed in the Tender Offer Statement on Schedule TO (together with any amendments or supplements thereto, the
Schedule TO
), filed by Roche Holdings and Merger Sub with the SEC on March 7,
2019, and is made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 7, 2019 (together with any amendments or supplements thereto, the
Offer to Purchase
), and in the related Letter of
Transmittal.
The information in the Schedule
14D-9,
including all exhibits and annexes that were previously filed
with the Schedule
14D-9,
is incorporated in this Amendment No. 4 by reference, except that such information is hereby amended or supplemented to the extent specifically provided herein. Capitalized terms
used herein and not defined shall have the meanings ascribed to them in the Schedule
14D-9
and page number references herein refer to the Schedule
14D-9.
Item 2. Identity and Background of Filing Persons; Item 8. Additional Information
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1.
|
Item 2 of the Schedule
14D-9
is hereby amended and supplemented by
replacing the fourth paragraph in the section titled
Tender Offer and Merger
in its entirety with the following:
|
Merger Sub commenced (within the meaning of Rule
14d-2
promulgated under the Securities Exchange Act of 1934, as
amended (the Exchange Act)) the Offer on March 7, 2019. The Offer was previously scheduled to expire at 5:00 p.m., New York City time, on June 3, 2019. On May 14, 2019, in connection with the withdrawal by Roche Holdings
of the Premerger Notification and Report Form under the HSR Act (as described in the section titled
Regulatory Approvals
) and pursuant to the terms of the Merger Agreement, Roche Holdings extended the expiration of the Offer. The
expiration date of the Offer is extended to 5:00 p.m., New York City time, on June 14, 2019, subject to further extension in certain circumstances as required or permitted by the Merger Agreement. On May 14, 2019, Roche Holdings issued a
press release announcing the extension of the Offer. The full text of the press release is filed as Exhibit (a)(5)(M) to this Schedule
14D-9.
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2.
|
Items 2 and 8 of the Schedule
14D-9
are hereby amended and supplemented
by replacing all references to 5:00 p.m., New York City time, on June 3, 2019 with 5:00 p.m., New York City time, on June 14, 2019.
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|
3.
|
Item 8 of the Schedule
14D-9
is hereby amended and supplemented by
replacing the first paragraph in the section titled
Regulatory Approvals
is its entirety with the following:
|
Under the HSR Act, certain acquisition transactions may not be consummated unless certain information has been furnished to the Antitrust Division of
the Department of Justice (the
Antitrust Division
) and the Federal Trade Commission (
FTC
) in Notification and Report Forms provided by the acquiring and acquired persons, and certain waiting period requirements
have been satisfied. The initial waiting period for a cash tender offer is 15 days, but (1) this period may be shortened if the reviewing agency grants early termination, (2) it may be restarted if the acquiring person voluntarily
withdraws and re-files its Notification
and Report
Form (a pull-and-refile), and/or (3) it
may be extended if the reviewing agency issues a request for additional information and
documentary material, in which case the waiting period expires 10 days after the date when the acquiring person has substantially complied with such request. The purchase of Shares pursuant to the Offer is subject to such requirements. The Company
and Roche Holdings each filed the Premerger Notification and Report Form under the HSR Act with the FTC and the Antitrust Division in connection with the purchase of Shares in the Offer on March 1, 2019. The required waiting period with respect
to the Offer was to expire at 11:59 p.m., Eastern Time on March 18, 2019. According to the Offer to Purchase, Roche Holdings withdrew the March 1, 2019 filing effective on March 18, 2019 and refiled the Premerger Notification and
Report Form under the HSR Act with respect to the Offer and the Merger with the Antitrust Division and the FTC on March 18, 2019. According to the Offer to Purchase, Roche Holdings withdrew the March 18, 2019 filing effective on
April 2, 2019 and Roche Holdings and the Company each refiled their respective Premerger Notification and Report Forms under the HSR Act with respect to the Offer and the Merger with the Antitrust Division and the FTC on April 10, 2019.
According to the Offer to Purchase, Roche Holdings and the Company withdrew the April 10, 2019 filings effective on April 25, 2019 and each intend to refile their respective Premerger Notification and Report Forms under the HSR Act with
respect to the Offer and the Merger with the Antitrust Division and the FTC on or about May 23, 2019. The Company and Roche Holdings had previously announced that they expected to refile their respective Premerger Notification and Report Forms
under the HSR Act on or about May 9, 2019.