FTC Requests Additional Info in Roche’s $4.3-Billion Acquisition of Spark TherapeuticsBy
Roche and Spark Therapeutics, a commercial gene-therapy company based in Philadelphia, have received a request for additional information from the US Federal Trade Commission (FTC) regarding Roche’s pending $4.3-billion acquisition of Spark. Additionally, the UK Competition and Markets Authority (CMA) has opened an investigation to evaluate whether it has jurisdictional authority to review the transaction.
As a result of the request by the FTC, Roche has extended the offering period of its previously announced tender offer to purchase all shares of Spark from June 14, 2019 to July 31, 2019, with all deal terms remaining unchanged.
In addition, the CMA has opened a separate investigation to determine whether it has jurisdiction over the acquisition, and if so, whether the CMA considers that the acquisition may be expected to result in a substantial lessening of competition in the UK such as to warrant a more detailed, Phase 2 review. In the latter case, the CMA may accept remedies offered by the parties to avoid a Phase 2 review. Pending the outcome of its investigation, the CMA has issued an Interim Enforcement Order that would become effective upon closing of the transaction and would require Roche to hold the Spark business separate. Roche says the parties are working cooperatively with the CMA and will continue to do so.
Closing of the tender offer is conditioned upon customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and tendering and receiving a majority of the outstanding Spark shares.