This Amendment No. 3 (this “Amendment No. 3”) 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 GenMark Diagnostics, Inc., a Delaware corporation (the “Company,” “GenMark,” “we” or
“us”), with the Securities and Exchange Commission (the “SEC”) on March 25, 2021.
This Schedule 14D-9 relates to the cash tender offer (the “Offer”) by Geronimo
Acquisition Corp., a Delaware corporation (“Merger Sub”), a wholly owned subsidiary of Roche Holdings, Inc., a Delaware corporation (“Roche”), to acquire all of the issued and outstanding Shares at a price per Share
equal to $24.05 (the “Offer Price”), net to the seller in cash, without interest and subject to deduction for any required withholding taxes. 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 and Merger Sub with the U.S. Securities and Exchange Commission (the “SEC”) on March 25, 2021, and is made upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated March 25, 2021 (together with any amendments or supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal (together
with any amendments or supplements thereto, the “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. 3
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.
Items 1 through 9, and Item 11.
Items 1 through 9
of the Schedule 14D-9 are hereby amended and supplemented as follows:
Item 8. Additional Information
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1.
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The following is hereby added as a new section at the end of Item 8:
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“Expiration of the Offer
The Offer and withdrawal rights expired at 12:00 midnight, Eastern Time, at the end of the day on April 21, 2021 (such date and time, the
“Expiration Time”). Citibank, N.A. (the “Depositary”) has advised that, as of the Expiration Time, 61,201,761 Shares had been validly tendered (excluding all Shares delivered pursuant to guaranteed delivery
instructions for which certificates have not yet been delivered) and not properly withdrawn pursuant to the Offer, representing approximately 82.9% of the Shares outstanding at the time of the expiration of the Offer. In addition, Notices of
Guaranteed Delivery had been delivered for 2,564,732 Shares, representing approximately 3.5% of the Shares outstanding at the time of the expiration of the Offer. The number of Shares validly tendered (excluding all Shares delivered pursuant to
guaranteed delivery instructions for which certificates have not yet been delivered) and not properly withdrawn pursuant to the Offer satisfies the Minimum Condition.
All conditions to the Offer having been satisfied or waived, and on April 22, 2021, Merger Sub accepted for payment all Shares validly
tendered and not properly withdrawn prior to the Expiration Time, and payment of the Offer Price for such Shares will be made promptly.
Following expiration of the Offer and acceptance for payment of the Shares, Roche completed its acquisition of GenMark by consummating the
Merger pursuant to the terms of the Merger Agreement and without a meeting of stockholders of GenMark in accordance with Section 251(h) of the DGCL. At the Effective Time, Merger Sub was merged with and into GenMark, with GenMark continuing as
the Surviving Corporation and a wholly owned subsidiary of Roche, and each Share that was issued and outstanding immediately prior to the Effective Time (other than Shares held by GenMark or any of its subsidiaries, Roche, Merger Sub, any other
subsidiary of Roche, or any stockholders who have properly exercised their appraisal rights under Section 262 of the DGCL) was cancelled and converted into the right to receive an amount in cash equal to the Offer Price, net to the seller in
cash, without interest and less any required withholding taxes. The Shares will no longer be listed on the Nasdaq Global Market.
On
April 22, 2021, the Company and Roche Holding Ltd, the ultimate parent company of Roche, issued a joint media release relating to the expiration of the Offer and the anticipated consummation of the Merger. The joint media release is attached as
Exhibit (a)(5)(j) hereto, and is incorporated herein by reference.”
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