Commercial gene therapy company Spark Therapeutics announced that it entered into a definitive merger agreement with Swiss biotech giant Roche. As part of the deal, Roche will fully acquire Spark Therapeutics at a price of $114.50 per share in an all-cash transaction. This values the deal at approximately $4.8 billion on a fully diluted basis. And the per share price represents a 122% premium on Spark’s closing price on Feb. 22, 2019. The boards of Spark and Roche unanimously approved of the merger agreement.
Spark Therapeutics delivers gene therapies and challenges the inevitability of genetic diseases like blindness, hemophilia, lysosomal storage disorders, and neurodegenerative diseases. And the company has successfully applied its technology in the first gene therapy approved in both the U.S. and EU for a genetic disease. Currently, the company has four programs in clinical trials, including product candidates that have shown promise in early results in patients with hemophilia.
“Spark Therapeutics’ proven expertise in the entire gene therapy value chain may offer important new opportunities for the treatment of serious diseases,” said Roche CEO Severin Schwan in a statement. “In particular, Spark’s hemophilia A program could become a new therapeutic option for people living with this disease. We are also excited to continue the investments in Spark’s broad product portfolio and commitment to Philadelphia as a center of excellence.”
Roche will promptly commence a tender offer to buy all outstanding shares of Spark’s common stock. And Spark will file a recommendation statement containing the unanimous recommendation of Spark’s board that Spark shareholders tender their shares to Roche. And Spark Therapeutics is going to continue its operations in Philadelphia as an independent company within the Roche Group.
“As the only biotechnology company that has successfully commercialized a gene therapy for a genetic disease in the U.S., we have built unmatched competencies in the discovery, development and delivery of genetic medicines. But the needs of patients and families living with genetic diseases are immediate and vast,” added Spark Therapeutics’ co-founder and CEO Jeffrey D. Marrazzo. “With its worldwide reach and extensive resources, Roche will help us accelerate the development of more gene therapies for more patients for more diseases and further expedite our vision of a world where no life is limited by genetic disease.”
The deal is expected to close in the second quarter of 2019. Centerview Partners and Cowen acted as the financial advisors and Goodwin Procter LLP acted as the legal counsel for Spark Therapeutics. And Citi is acting as financial advisor and Davis Polk & Wardwell LLP is acting as legal counsel for Roche.
