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
FOUNDATION
MEDICINE, INC.
(Name of Subject Company)
062018 Merger Subsidiary, Inc.
(Offeror)
A Wholly Owned
Subsidiary of
ROCHE HOLDINGS, INC.
(Parent of Offeror)
(Names
of Filing Persons—Offeror)
Common Stock, Par Value $0.0001 Per Share
(Title of Class of Securities)
350465100
(Cusip Number of Class of Securities)
Dr. Sean A. Johnston
Roche Holdings, Inc.
1
DNA, MS #24,
South San Francisco, CA 94080
Telephone:
(650) 225-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Marc O.
Williams, Esq.
Brian Wolfe, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New
York, New York 10017
Telephone:
(212) 450-4000
CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$2,256,908,814.14
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$280,985.15
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*
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Estimated solely for purposes of calculating the filing fee pursuant to Rule
0-11(d)
under the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”).
The Transaction Valuation was calculated by adding (i) the product of (A) 16,093,897, which is the difference between 37,113,008, the number of shares (“
Shares
”) of common stock of Foundation Medicine, Inc. outstanding as of
June 18, 2018, and 21,019,111, the number of Shares beneficially owned by Roche Holding Ltd or its affiliates and (B) $137.00, which is the per Share tender offer price, and (ii) the product of (A) 440,089, which is the number of Shares
subject to
“in-the-money”
options outstanding as of March 31, 2018, and (B) $118.26, which is the difference between the $137.00 per Share tender offer
price and $18.74, the average weighted exercise price of such options. The number of Shares subject to
“in-the-money”
options and the average weighted exercise
price for such options is contained in Foundation Medicine, Inc.’s Quarterly Report on Form
10-Q
for the quarter ended March 31, 2018.
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The foregoing figures have been provided by Foundation Medicine, Inc. to the Offeror and Parent of Offeror and are as of June 29, 2018, the most
recent practicable date.
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**
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The amount of the filing fee was calculated in accordance with Rule
0-11
of the Securities Exchange Act, by multiplying the Transaction Valuation by 0.0001245.
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☐
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Check box if any part of the fee is offset as provided by Rule
0-11(a)(2)
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.
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Amount Previously Paid:
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Not applicable.
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Filing Party:
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Not applicable.
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Form or Registration No.:
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Not applicable
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Date Filed:
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Not applicable.
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☐
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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☒
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third-party tender offer subject to Rule
14d-1.
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☐
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issuer tender offer subject to Rule
13e-4.
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☒
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going-private transaction subject to Rule
13e-3.
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☐
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amendment to Schedule 13D under Rule
13d-2.
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Check the
following box if the filing is a final amendment reporting the results of the tender offer. ☐