Roche today announced that it has commenced a cash tender offer for all outstanding shares of common stock of InterMune, Inc. (NASDAQ: ITMN) at a price of US$74.00 per share. The tender offer is being made pursuant to the previously announced merger agreement dated 22 August 2014 among Roche Holdings, Inc., Klee Acquisition Corporation, a wholly owned subsidiary of Roche Holdings, Inc., and InterMune, Inc.
The tender offer period will expire at 12:00 midnight (New York City time) at the end of the day on 26 September 2014, unless the offer is extended.
Roche has filed a tender offer statement on Schedule TO with the United States Securities and Exchange Commission (SEC). Klee Acquisition Corporation is the acquirer in the tender offer. The Offer to Purchase contained within the Schedule TO sets out the terms and conditions of the tender offer.
InterMune has also filed a Solicitation/Recommendation Statement with the SEC on Schedule 14D-9, which includes the unanimous recommendation of the InterMune board of directors that InterMune stockholders tender their shares in the tender offer.
Following successful completion of the tender offer, any shares not acquired in the tender offer will be acquired in a second-step merger at the same US$74.00 per share cash price. 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waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and there being validly tendered and not validly withdrawn a number of shares of InterMune common stock equal to a majority of the total outstanding shares of InterMune common stock on fully diluted basis. The offer is not subject to any financing condition.