Roche Holdings, Inc. Announces Pricing of its Debt Tender Offer

Basel III
Basel III

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 $1.2 billion (the “Maximum Tender Amount“) the 7.00% Notes due 2039 issued by the Offeror and guaranteed by Roche Holding Ltd (the “Company“) (CUSIP Nos. 771196 AU6 and U75000 AN6), the 6.00% Notes due 2019 issued by the Offeror and guaranteed by the Company (CUSIP Nos. 771196 AS1 and U75000 AM8) and the 5.25% Senior Notes due 2035 issued by the Offeror’s subsidiary Genentech, Inc. (“Genentech“) (CUSIP No. 368710 AC3) (collectively, the “Securities“).

The following table sets forth certain terms of the Offer, including the nominal pricing determined based on yields on the applicable Reference U.S. Treasury Securities at 2:00 p.m., New York City time, today:

Title of Security

Issuer

CUSIP and ISIN Numbers

Principal
Outstanding Amount

Principal
Amount Tendered(1)

Acceptance Priority Level

Tender Offer Consideration (per $1,000)

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

$1,606,000,000

$336,813,000

1

$1,403.31

$50.00

$1,453.31

6.00% Notes due 2019

Roche Holdings, Inc.

771196 AS1

U75000 AM8

US771196 AS16

USU75000 AM82

$2,000,000,000

$538,039,000

2

$1,091.33

$50.00

$1,141.33

5.25% Senior Notes due 2035

Genentech, Inc.

368710 AC3

US368710 AC32

$350,000,000

$25,025,000

3

$1,134.88

$50.00

$1,184.88

(1)   Principal amount of the Securities that were validly tendered and not validly withdrawn on or before the Early Tender Date.

(2)   Inclusive of the Early Tender Premium.

The Offeror has accepted for purchase on the Early Settlement Date all Securities that were tendered on 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, as amended by the Offeror’s press release dated September 23, 2015 announcing an increase in the Maximum Tender Amount to $1.2 billion.  The Offer will expire at 11:59 p.m., New York City time, on October 6, 2015, unless extended or earlier terminated by the Offeror (as it may be extended or earlier terminated, the “Expiration Date“).  The deadline to validly withdraw tenders of Securities was 5:00 p.m., New York City time, on September 22, 2015; 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 calculated in the manner described in the Offer to Purchase at 2:00 p.m., New York City time, today by reference to the applicable fixed spread over the yield to maturity of the applicable U.S. Treasury Security specified 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 September 22, 2015 (the “Early Tender Date“) 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 (the “Early Tender Premium“).  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.

Payment for Securities that were validly tendered on or prior to the Early Tender Date and that are accepted for purchase will be made promptly following the Early Tender Date, expected to be September 24, 2015 (such date, the “Early Settlement Date“). Payment for any Securities that are validly tendered after the Early Tender Date but on or prior to the Expiration Date and that are accepted for purchase will be made promptly following the Expiration Date, expected to be October 8, 2015 (such date, the “Final Settlement Date“; each of the Early Settlement Date and the Final Settlement Date, a “Settlement Date“). 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 applicable Settlement Date (the “Accrued Interest“). No tenders submitted after the Expiration Date will be valid.

Subject to the Maximum Tender Amount and the proration arrangements applicable to the Offer, any Securities validly tendered following the Early Tender Date but on or prior to the Expiration Date, Securities having a higher Acceptance Priority Level will be accepted before any Securities validly tendered following the Early Tender Date but on or prior to the Expiration Date having a lower Acceptance Priority Level. Securities validly tendered and not validly withdrawn on or prior to the Early Tender Date have been accepted for purchase in priority to any 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 on or 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.

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; or (iv) otherwise amend the Offer in any respect.

Citigroup Global Markets Inc. is acting as Dealer Manager for the Offer. The depositary and information agent (the “Depositary and Information Agent“) for the Offer is Global Bondholder Services Corporation.  Copies of the Offer to Purchase and related offering materials are available by contacting the Depositary and Information Agent at (866) 470-4300 (toll-free) or (212) 430-3774 (collect) or email info@gbsc-usa.com.  Questions regarding the Offer should be directed to Citigroup Global Markets Inc., Liability Management Group, at (800) 558-3745 (toll-free), (212) 723-6106 (collect) or +44 20 7986 8969 (Europe).

This announcement shall not constitute an offer to sell, a solicitation to buy or an offer to purchase 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 operates in more than 150 countries and employs more than 88,500 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.

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 Manager, the Depositary and Information 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 Manager, the Depositary and Information 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 has 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 is exempt from the restriction on financial promotions under section 21(1) of the FSMA on the basis that it is only directed at and may only be communicated to (1) those persons who are existing members or creditors of the Offeror or other persons within Article 43(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (2) any other persons to whom such documents and/or materials may lawfully be communicated in circumstances in which section 21(1) of the FSMA does not apply to the Offeror.

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 the 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 (the “CONSOB Regulation“). The Offer is also being carried out in compliance with article 35-bis, paragraph 7 of the CONSOB Regulation. Holders or beneficial owners of the Securities located in Italy can tender the Securities 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. 16190 of October 29, 2007, 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 Federal Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. Accordingly, the investor protection rules otherwise applicable to investors in Switzerland do not apply to the Offer. When in doubt, investors based in Switzerland are recommended to contact their legal, financial or tax adviser with respect to the Offer.

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 any affiliate of the 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 Manager 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 any 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” in the Offer to Purchase. Any tender of Securities for purchase pursuant to an offer from a Holder that is unable to make these representations may be rejected. The Offeror, the Dealer Manager, the Depositary and Information Agent reserve the right, in their absolute discretion, to investigate, in relation to any tender of Securities for purchase pursuant to an 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.

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