Roche (RHHBY) and Foundation Medicine (FMI) announced they have entered into a definitive merger agreement for Roche to acquire the outstanding shares of Foundation Medicine not already owned by Roche and its affiliates at a price of $137.00 per share in cash. This corresponds to a total transaction value of $2.4B on a fully diluted basis and a total company value of $5.3B on a fully diluted basis. This price represents a premium of 29% to FMI's closing price on June 18.

The merger agreement has been unanimously approved by the board of Roche and a Special Committee of the independent directors of FMI and by its full board of directors with the Roche designated directors abstaining from the deliberations and vote. All current members of the FMI board have indicated that they intend to tender their FMI shares in the tender offer. Under the terms of the merger agreement, Roche will promptly commence a tender offer to acquire all of the outstanding shares of FMI's common stock not already owned. The closing of the tender offer will be subject to a majority of FMI's outstanding shares not already held by Roche being tendered in the tender offer, it noted. In addition, the transaction is subject to other customary closing conditions. Following completion of the tender offer, Roche will acquire all remaining shares at the same price of $137 per share through a second step merger. The closing of the transaction is expected to take place in the second half of 2018.

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 FMI's autonomy while supporting them in accelerating their progress."