Antitrust reviews delay Roche's Spark deal further, but where are investors?

Only 14.8% of Spark Therapeutics shares have been tendered to Roche as of Nov. 21, down from 20.3% as of Oct. 28. (Roche)

As expected, Roche and Spark Therapeutics have once again delayed their tender offer for the $4.3 billion acquisition.

“[T]o provide additional time for the U.S. Federal Trade Commission (FTC) and the UK Competition and Markets Authority (CMA)” to complete their reviews, the tender period for Spark shares has been extended to Dec. 10 from the current deadline of Nov. 25, Roche said Friday.

Neither the extension nor the anti-competition scrutiny is new. What’s peculiar this time is the number of Spark shareholders who've offered their shares—or, rather, the number who haven't.

Previously, despite the repeated delays, the fraction of tendered Spark shares stayed relatively stable at around 20%. But this time, as of Thursday, that number dropped to 14.8%, more than 2.1 million shares lower than the total tendered Oct. 28, according to Roche.

Roche management is still “very confident in closing the Spark acquisition by [year’s end],” Jefferies analyst Peter Welford, who just hosted Roche Chief Financial Officer Alan Hippe at a conference in London, wrote in a Thursday note.

According to a recent report by The Capitol Forum, FTC staff has already signed off on the deal, after talking to doctors about the two companies’ hemophilia franchises. Specifically, the FTC had worried about housing Roche’s fast-growing hemophilia A drug Hemlibra and Spark’s gene therapy candidate, SPK-8011, under the same roof.

RELATED: Spark investors, unpersuaded by FTC signoff rumor, stay on the fence in Roche deal

With that recommendation, the case is likely up for a final vote before the five FTC commissioners, who just green-lighted Bristol-Myers Squibb’s $74 billion acquisition of Celgene in a 3-2 vote divided on party lines.

Meanwhile, U.K.’s CMA is also running its own investigation. A person familiar with the matter told The Capitol Forum that the agency is trying to determine whether Roche is buying Spark to kill off the latter’s hem A gene therapy to save Hemlibra.

But even if Roche did that, potential competition to Hemlibra won’t go away. BioMarin Pharmaceutical has already submitted an application to the European Medicines Agency for its rival gene therapy, valoctocogene roxaparvovec, with a shortened review period under the agency’s accelerated assessment pathway.

CMA is scheduled to decide whether it wants a lengthy phase 2 probe into the deal by Dec. 16. That would give Roche little time to gather at least 50% of Spark shares to complete the acquisition by year-end.