Roche’s Spark takeover looks even more distant as FTC review delays again

Roche's tender offer for Spark shares has been pushed further back to June 3. (Roche)

Just days after Roche CEO Severin Schwan said the $4.8 billion buyout of Spark Therapeutics will close by June despite a recent delay, the company has been forced to push its tender offer off even further.

A Federal Trade Commission review is taking longer than expected, Roche said. To allow the U.S. antitrust agency more time, the company decided to withdraw and refile its premerger notification and report form, Roche said Friday.

To make things worse, the proportion of Spark shares tendered so far for Roche's offer actually dropped, from 29.4% early this month to 26.1%—even further from the 50% it needs to carry out the deal.

Despite the second delay in just a few weeks, Roche still maintains that the deal “will be completed according to our guidance in the first half of 2019,” a company spokesperson told FiercePharma in an email statement Friday.

Because of the refiling, Roche is extending the tender offer period to June 3 from the previous May 2 deadline.

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The extension and shortfall in tendered shares are “not unusual” with a deal of this type, and “a significant portion of shareholders customarily tender their shares during the last day of the tender offer period,” the spokesperson said.

“Until the end of the offer period, shareholders have the right to tender their shares, withdraw and re-tender them. Therefore, we do not view the level of tendered shares at this time as in any way indicative of shareholder support for the transaction,” the spokesperson added.

However, several lawsuits have been filed in the U.S. by Spark shareholders against the company. They argue that Spark was undervalued by Roche, and that the biotech’s board didn’t present proper information for investors to make a sound judgment of whether to tender their shares.

“Roche essentially is purchasing the future in gene therapy for a bargain,” plaintiffs in one suit said in their complaint.

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Roche is counting on the Spark purchase to catch the gene therapy train and to find a next-generation medicine for its hemophilia franchise currently spearheaded by Hemlibra.

Following Luxturna, the first FDA-approved gene therapy, Spark’s lead candidate, SPK-8011, is designed to treat hemophilia A. However, the drug’s prospects face some doubts when compared against BioMarin’s rival therapy valoctocogene roxaparvovec, giving Roche a window to snap up Spark as its stock slid.

On the company’s Q1 call on April 17, Schwan said he still thinks SPK-8011 “has a good chance to be in a better position” in hem A.

“Spark is at the early stage in terms of the development, so it’s a simple question of time to wait for the clinical data to see how the different opportunities for patients will eventually play out,” he said.