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Roche Holdings, Inc. Announces Pricing of its Debt Tender Offer and Increase to the Maximum Tender Amount

BASEL, Switzerland, Dec. 4, 2019 /PRNewswire/ -- Roche Holdings, Inc. (the "Offeror") announced today the pricing of its previously announced tender offer (the "Offer") to purchase for cash for a combined aggregate purchase price (exclusive of Accrued Interest (as defined herein)) of up to $2,000,000,000 the 7.00% Notes due 2039 (the "2039 Notes") issued by the Offeror and guaranteed by Roche Holding Ltd (the "Company"), the 3.35% Notes due 2024 issued by the Offeror and guaranteed by the Company, the 3.25% Notes due 2023 issued by the Offeror and guaranteed by the Company, the 3.00% Notes due 2025 issued by the Offeror and guaranteed by the Company, the 2.875% Notes due 2021 issued by the Offeror and guaranteed by the Company, and the 5.25% Senior Notes due 2035 issued by the Offeror's subsidiary, Genentech, Inc. ("Genentech") (together, the "Securities"). In addition, the Offeror announced that it has increased the maximum combined aggregate purchase price (exclusive of Accrued Interest) to $2,873,519,181.27 (such amended amount, the "Maximum Tender Amount").

The following table sets forth certain pricing information for the Offer, including the Total Consideration (as defined below) determined based on yields on the applicable Reference U.S. Treasury Securities at 10:00 a.m., New York City time, today:

Title of
Security


Issuer


CUSIP and ISIN
Numbers


Aggregate
Principal

Outstanding
Amount
(1)


Acceptance
Priority
Level


Aggregate Principal
Amount
Tendered and
Accepted


Reference
U.S.
Treasury
Security


Reference
Yield


Fixed
Spread
(basis
points)


Early
Tender
Premium
(per
$1,000)


Total Consideration
(per $1,000)
(2)






















7.00%
Notes due
2039


Roche
Holdings,
Inc.


771196 AU6

U75000 AN6

US771196AU61

USU75000AN65


$1,188,838,000


1


$73,097,000


2.25% U.S. Treasury Notes due August 15, 2049


2.205%


55


$30


$1,630.57

5.25%
Senior
Notes due
2035


Genentech,
Inc.


368710 AC3

US368710AC32


$324,991,000


2


$36,539,000


2.25% U.S. Treasury Notes due August 15, 2049


2.205%


55


$30


$1,314.80

3.35%
Notes due
2024


Roche
Holdings,
Inc.


771196 BE1

U75000 BD7

US771196BE11

USU75000BD74


$1,650,000,000


3


$1,060,775,000


1.50% U.S. Treasury Notes due October 31, 2024


1.583%


20


$30


$1,068.47

3.25%
Notes due
2023


Roche
Holdings,
Inc.


771196 BN1

U75000 BN5

US771196BN10

USU75000BN56


$750,000,000


4


$359,815,000


1.50% U.S. Treasury Notes due October 31, 2024


1.583%


15


$30


$1,054.13

3.00%
Notes due
2025


Roche
Holdings,
Inc.


771196 BJ0

U75000 BJ4

US771196BJ08

USU75000BJ45


$1,000,500,000


5


$493,948,000


1.50% U.S. Treasury Notes due October 31, 2024


1.583%


30


$30


$1,059.92

2.875%
Notes due
2021


Roche
Holdings,
Inc.


771196 BB7

U75000 BA3

US771196BB71

USU75000BA36


$1,300,000,000


6


$656,398,000


1.50% U.S. Treasury Notes due September 30, 2021


1.607%


10


$30


$1,020.79






















__________

(1)

As of the commencement date of the Offer.

(2)

Inclusive of Early Tender Premium.

The Offeror has accepted for purchase on the Early Settlement Date (as defined below) all Securities that were validly tendered at or before the Early Tender Date.

The Offer is being made upon and is subject to the terms and conditions set forth in the offer to purchase dated November 19, 2019 (the "Offer to Purchase," as amended hereby).  The Offer will expire at 11:59 p.m., New York City time, on December 17, 2019, unless extended or earlier terminated by the Offeror (as it may be extended or earlier terminated with respect to a series of Securities, the "Expiration Date"). The deadline to validly withdraw tenders of Securities was 5:00 p.m., New York City time, on December 3, 2019; therefore, Securities that have been tendered and not validly withdrawn, and Securities tendered after that date, may not be withdrawn unless otherwise required by applicable law.

The consideration to be paid in the Offer for each series of Securities that are purchased pursuant to the Offer was determined in the manner described in the Offer to Purchase at 10:00 a.m., New York City time, today by reference to the applicable fixed spread specified for each series of Securities in the table above over the yield based on the bid side price of the applicable U.S. Treasury Security specified for each series of Securities in the table above (the "Total Consideration"). Holders of Securities that were validly tendered and not withdrawn on or prior to 5:00 p.m., New York City time, on December 3, 2019 (the "Early Tender Date") and accepted for purchase will receive the applicable Total Consideration, which includes an early tender premium of $30 per $1,000 principal amount of the Securities accepted for purchase (the "Early Tender Premium"). 

Payment for Securities that were validly tendered on or prior to the Early Tender Date and accepted for purchase will be made promptly following the Early Tender Date, expected to be December 5, 2019 (such date, the "Early Settlement Date"). Payments for Securities purchased in the Offer 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 Early Settlement Date for such Securities accepted for purchase (the "Accrued Interest"). No tenders submitted after the Expiration Date will be valid.

Since the Offer was 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 Offeror 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 and/or the Acceptance Sublimit; or (iv) otherwise amend the Offer in any respect.

J.P. Morgan Securities LLC and Barclays Capital Inc. are acting as dealer managers for the Offer (the "Dealer Managers"). The information agent and tender agent (the "Information and Tender Agent") for the Offer is D.F. King & Co., Inc. Copies of the Offer to Purchase and related offering materials are available by contacting the Information and Tender Agent at +1 (866) 829-0541 (toll-free) or +1 (212) 269-5550 (collect) or email roche@dfking.com.  Questions regarding the Offer should be directed to J.P. Morgan Securities LLC, Liability Management Group, at +1 (866) 834-4666 (toll-free) or +1 (212) 834-8553 (collect) or London +44 207 134 2468, or to Barclays Capital Inc., Liability Management Group, at +1 (212) 528-7581 (collect) or +1 (800) 438-3242 (toll-free).

This announcement shall not constitute an offer to purchase or sell or a solicitation to buy or sell any securities. The Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.

About the Roche Group

The Company is the parent company of the Offeror and Genentech. The Company and its consolidated subsidiaries, including the Offeror and Genentech, are referred to hereinafter as the "Roche Group."

Founded in 1896 in Basel, Switzerland, the Company is the parent company of an international research-focused healthcare group which is active in over 150 countries and employs more than 94,400 people worldwide.  The Roche Group's products and services address the prevention, diagnosis, treatment and monitoring of diseases.

Forward-Looking Statements

Certain statements contained in this announcement are forward-looking statements concerning the business, results of operations and financial condition of the Offeror, the Company or the Roche Group.

Forward-looking statements are not guarantees of future performance, and the Offeror's and the Roche Group's actual results or other developments may differ materially from the expectations expressed in the forward-looking statements. As for forward-looking statements that relate to future financial performance and other projections, actual results will be different due to the inherent uncertainty of estimates, forecasts and projections. Because of these uncertainties, prospective investors should not rely on these forward-looking statements.

Neither the Offeror nor the Company undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, other than as may be required by law.

For further information, please contact Investor Relations at investor.relations@roche.com or +41 61 688 8880.

DISCLAIMER

This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which must be read carefully before any decision is made with respect to the Offer. If any holder of Securities is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offer. None of the Offeror, Genentech, the Company, the Dealer Managers, the Information and Tender Agent and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether holders of Securities should participate in the Offer.

OFFER AND DISTRIBUTION RESTRICTIONS

This announcement and the Offer to Purchase does not constitute an offer or an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or invitation or for there to be such participation under applicable laws. The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Offer to Purchase comes are required by each of the Offeror, the Dealer Managers and the Information and Tender Agent to inform themselves about and to observe any such restrictions.

United Kingdom

The communication of the Offer to Purchase and any other documents or materials relating to the Offer is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to persons outside the United Kingdom or to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Promotion Order) or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Belgium

None of this announcement, the Offer to Purchase or any other documents or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority (Autorité des services et marchés financiers / Autoriteit voor financiële diensten en markten) and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of April 1, 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Offer may not be advertised and the Offer will not be extended, and neither this announcement, the Offer to Purchase nor any other documents or materials relating to the Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of June 16, 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. This announcement and the Offer to Purchase have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer. Accordingly, the information contained in this announcement and the Offer to Purchase may not be used for any other purpose or disclosed to any other person in Belgium.

France

The Offer is not being made, directly or indirectly, to the public in France. Neither this announcement, the Offer to Purchase nor any other documents or offering materials relating to the Offer, has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) acting for their own account, other than individuals, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Offer. The Offer to Purchase has not been submitted to the clearance procedures (visa) of the Autorité des marchés financiers.

Italy

None of the Offer, this announcement, the Offer to Purchase or any other documents or materials relating to the Offer has been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to applicable Italian laws and regulations. The Offer is being carried out in the Republic of Italy ("Italy") as an exempted offer pursuant to article 101-bis, paragraph 3-bis of Legislative Decree No. 58 of February 24, 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended. Holders or beneficial owners of the Securities located in Italy can tender the Securities for purchase in the Offer through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of February 15, 2018, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Securities or the Offer.

Switzerland

None of the Offer to Purchase, this announcement or any other offering or marketing material relating to the Securities constitutes a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Code of Obligations, or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange or any other regulated trading facility in Switzerland or a simplified prospectus or a prospectus as such term is defined in the Swiss Collective Investment Scheme Act, and none of this announcement, the Offer to Purchase nor any other offering or marketing material relating to the Securities may be publicly distributed or otherwise made publicly available in Switzerland.

Canada

The materials relating to the Offer, including this announcement and the Offer to Purchase, do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. Any offer or solicitation in Canada must be made through a dealer that is appropriately registered under the laws of the applicable province or territory of Canada, or pursuant to an exemption from that requirement. If an affiliate of any Dealer Manager is an appropriately registered dealer in a province or territory of Canada permitted to make the Offer in such jurisdiction, the Offer in such jurisdiction shall be deemed to be made by such affiliate on behalf of the Offeror.

General

The Offer does not constitute an offer to buy or the solicitation of an offer to sell Securities in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities or other laws require the Offer to be made by a licensed broker or dealer and the Dealer Managers or, where the context so requires, any of their respective affiliates, is such a licensed broker or dealer in that jurisdiction, the Offer shall be deemed to be made on behalf of the Offeror by such Dealer Manager or affiliate (as the case may be) in such jurisdiction.

Each Holder participating in the Offer will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in "The Terms of the Offer—Procedure for Tendering Securities—Representations, Warranties and Undertakings." Any tender of Securities for purchase pursuant to the Offer from a Holder that is unable to make these representations may be rejected. Each of the Offeror, the Dealer Managers and the Information and Tender Agent reserves the right, in their absolute discretion, to investigate, in relation to any tender of Securities for purchase pursuant to the Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender may be rejected.

Cision

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SOURCE Roche Holdings, Inc.