This Amendment No. 14 (this “Amendment No. 14”) amends and supplements the Solicitation/Recommendation Statement on Schedule14D-9 (as amended or supplemented from time to time, the “Schedule14D-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 Schedule14D-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 Schedule14D-9, including all exhibits and annexes that were previously filed with the Schedule14D-9, is incorporated in this Amendment No. 14 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 Schedule14D-9 and page number references herein refer to the Schedule14D-9.
Item 8. Additional Information
| | 1. | Item 8 of the Schedule14D-9 is hereby amended and supplemented by replacing the subsection titled “Other Antitrust Approvals” in its entirety with the following: |
“Other Antitrust Approvals
Under the antitrust or merger control statutes or regulations of certain foreign countries, certain acquisition transactions require the filing of information with, or the obtaining of the approval of, antitrust or competition authorities therein. The Company does not believe that Merger Sub’s acquisition of Shares pursuant to the Offer or the Merger is subject to such requirements.
On June 10, 2019, Roche Holdings announced that the UK Competition and Markets Authority (the “CMA”) opened an investigation in order to obtain further information in relation to Merger Sub’s proposed acquisition of the Shares pursuant to the Offer and the Merger. Pending the outcome of its investigation, the CMA issued an Initial Enforcement Order (the “IEO”) that would require Roche Holdings to hold separate the Company’s business upon closing of the transaction. On October 18, 2019, Roche Holdings notified its proposed acquisition of the Company to the CMA for merger clearance by submitting a merger notice to the CMA. The CMA had an initial period of 40 business days (“Phase 1”) following receipt of a satisfactory submission in which to issue its decision. On October 21, 2019, the CMA published a commencement notice confirming that its Phase 1 review would commence on October 22, 2019. The Phase 1 review period was scheduled to end on December 16, 2019. On December 16, 2019, the CMA announced that it has unconditionally cleared Roche Holdings’ proposed acquisition of the Company; and, as a result, the IEO automatically and immediately ceased to be in force.
On December 16, 2019, Roche Holdings issued a media release announcing the clearance by the CMA. The full text of the press release is attached as Exhibit (a)(5)(xxix) to the Schedule TO and is incorporated herein by reference.
The Company is not aware of any other filings, approvals or other actions by or with any governmental authority or administrative or regulatory agency (other than the foregoing filings under the HSR Act, consents as may be required by federal or state securities laws, and the filing and recordation of the certificate of merger with the Secretary of State of the State of Delaware and such filings with any other governmental authorities to satisfy the applicable laws of states and foreign jurisdictions in which the Company is qualified to do business) that would be required for Roche Holdings’ or Merger Sub’s acquisition of the Shares pursuant to the Offer or the Merger.”
