UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
GenMark Diagnostics, Inc.
(Name of Subject Company (Issuer))
Geronimo Acquisition Corp.
(Offeror)
A wholly owned subsidiary of
Roche Holdings, Inc.
(Parent of Offeror)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
372309104
(CUSIP Number of Class of Securities)
Bruce Resnick
Roche Holdings, Inc.
1 DNA Way, MS #24,
South San Francisco, CA 94080
Telephone: (650) 225-1000
(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Sharon R. Flanagan
John H. Butler
Sidley Austin LLP
555 California Street, Suite 2000
San Francisco, California 94104
Telephone: (415) 772-1200
CALCULATION OF FILING FEE
| | |
| Transaction Valuation* | | Amount of Filing Fee |
| N/A | | N/A |
| |
| * | A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of the tender offer |
| ☐ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) of the Securities Exchange Act of 1934 and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| | |
| Amount Previously Paid: None | | Filing Party: Not applicable |
| Form or Registration No.: Not applicable | | Date Filed: Not applicable |
| ☒ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| | ☒ | third-party tender offer subject to Rule 14d-1. |
| | ☐ | issuer tender offer subject to Rule 13e-4. |
| | ☐ | going-private transaction subject to Rule 13e-3. |
| | ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| | ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer). |
| | ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer). |
