Roche Holdings, Inc., together with its subsidiaries, manufactures and sells pharmaceuticals and diagnostics. Its Pharmaceuticals division provides various prescription pharmaceutical products, such as Rituxan, Avastin, Herceptin, Perjeta, Esbriet, Xolair, Lucentis, and Tamiflu. The company’s Diagnostics division offers professional diagnostics, molecular diagnostics, tissue diagnostics, and immunodiagnostics, as well as diagnostic instruments, reagents, and consumables. It primarily serves the U.S. national wholesale distributors. The company was founded in 1987 and is based in South San Francisco, California. Roche Holdings, Inc. is a subsidiary of Roche Finance Ltd.
1 DNA Way
South San Francisco, CA 94080
Founded in 1987
650 225 5566
650 225 8326
Roche Holdings, Inc. Commences Tender Offer to Purchase 5.25% Senior Notes Due 2035
Oct 29 14
Roche Holdings, Inc. announced that it has commenced a tender offer to purchase for cash for a combined aggregate purchase price (exclusive of accrued and unpaid interest) of up to $2.2 billion the 5.25% senior notes due 2035 issued by the company’s subsidiary Genentech, Inc. and the 7.00% notes due 2039 issued by the company and guaranteed by Roche Holding Ltd. The amounts of each series of securities that are purchased will be determined in accordance with the acceptance priority levels specified in the table below and on the cover page of the offer to purchase dated October 29, 2014 in the column entitled acceptance priority level subject to the proration arrangements applicable to the Offer. The company is being made upon and is subject to the terms and conditions in the offer to purchase. The offer will expire at 11:59 p.m., New York City time, on November 26, 2014, unless extended or earlier terminated by the Offeror. Tenders of Securities may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on November 12, 2014, but may not be withdrawn thereafter, except in certain limited circumstances where additional withdrawal rights are required by law. The consideration paid in the offer for each series of securities that are purchased pursuant to the offer will be determined in the manner described in the offer to purchase by reference to the applicable fixed spread over the yield to maturity of the applicable U.S. Treasury Security. Holders of the securities that are validly tendered and not withdrawn on or prior to 5:00 p.m., New York City time, on November 12, 2014 and accepted for purchase will receive the applicable total consideration, which includes an early tender premium of $50.00 per $1,000 principal amount of the securities accepted for purchase. Holders of securities who validly tender their securities following the early tender date, but on or prior to the expiration date, will receive the applicable tender offer consideration per $1,000 principal amount of any such securities that are accepted for purchase, namely the applicable total consideration minus the applicable early tender premium. The total consideration will be determined at 2:00 p.m., New York City time, on November 12, 2014, unless extended by the company. Payments for securities purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of securities up to, but not including, the settlement date for such securities accepted for purchase. Payment for securities that are validly tendered and accepted for purchase in the offer will be made promptly following the expiration date. Assuming that the conditions to the offer, including the financing condition are satisfied or waived, the company expects that the settlement date will be November 28, 2014, the first business day after the expiration date. No tenders submitted after the expiration date will be valid. Subject to the maximum tender amount and the proration arrangements applicable to the offer, all securities validly tendered and not validly withdrawn on or before the early tender date having a higher acceptance priority level will be accepted before any tendered securities having a lower acceptance priority level are accepted in the offer, and all securities validly tendered after the early tender date having a higher acceptance priority level will be accepted before any securities tendered after the early tender date having a lower acceptance priority level are accepted in the offer. however, even if the offer is not fully subscribed as of the early tender date, subject to the maximum tender amount, securities validly tendered and not validly withdrawn on or before the early tender date will be accepted for purchase in priority to other securities tendered after the early tender date even if such securities tendered after the early tender date have a higher acceptance priority level than securities tendered prior to the early tender date. Securities of a series may be subject to proration if the aggregate purchase price for the securities of such series validly tendered and not validly withdrawn would cause the maximum tender amount to be exceeded. Furthermore, if the offer is fully subscribed as of the early tender date, holders who validly tender securities following the early tender date will not have any of their securities accepted for purchase. The company’s obligation to accept for payment and to pay for the securities validly tendered in the offer is subject to the satisfaction or waiver of certain conditions, including the successful completion and closing of a private offering of new notes by the company on terms (including economic terms) satisfactory to the company, as well as certain other conditions set out in the offer to purchase. The company reserves the right, subject to applicable law, to: (i) waive any and all conditions to the offer; (ii) extend or terminate the offer; (iii) increase or decrease the maximum tender amount; or (iv) otherwise amend the offer in any respect. J.P. Morgan Securities LLC is acting as dealer manager for the offer.