Roche Holdings, Inc. Announces Final Results of its Debt Tender Offer
BASEL, Switzerland, Nov. 28, 2014 /PRNewswire/ -- Roche Holdings, Inc. (the "Offeror") announced today the final results of its previously announced tender offer (the "Offer") to purchase for cash for a combined aggregate purchase price (exclusive of accrued and unpaid interest) of up to $2.2 billion (the "Maximum Tender Amount") the 5.25% Senior Notes due 2035 issued by the Offeror's subsidiary Genentech, Inc. ("Genentech") (CUSIP No. 368710 AC3) and 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) (collectively, the "Securities").
The Offer expired at 11:59 p.m., New York City time, on November 26, 2014 (the "Expiration Date"). The aggregate principal amount of each series of Securities validly tendered and not validly withdrawn prior to the Expiration Date is set out below:
| Title of Security |
Issuer |
CUSIP and ISIN Numbers |
Principal Outstanding Amount(1) |
Acceptance Priority Level |
Principal Amount Tendered |
Early Tender Premium (per $1,000) |
Total Consideration (per $1,000)(2) |
Tender Offer Consideration (per $1,000) |
| 5.25% Senior Notes due 2035 |
Genentech, Inc. |
368710 AC3 US368710AC32 |
$500,000,000 |
1 |
$149,984,000 |
$50.00 |
$1,196.42 |
$1,146.42 |
| 7.00% Notes due 2039 |
Roche Holdings, Inc. |
771196 AU6 U75000 AN6 US771196AU61 USU75000AN65 |
$2,500,000,000 |
2 |
$893,925,000 |
$50.00 |
$1,456.92 |
$1,406.92 |
(1) As of the commencement of the Offer.
(2) Inclusive of the Early Tender Premium.
All Securities validly tendered and not validly withdrawn prior to the Expiration Date have been accepted for purchase. The Offeror intends to make payment for the Securities accepted for purchase today, November 28, 2014 (the "Settlement Date").
Holders of Securities that validly tendered and did not withdraw their Securities on or prior to the Early Tender Date 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. Holders of Securities who validly tendered their Securities following the Early Tender Date, but on or prior to the Expiration Date, will receive the applicable Tender Offer Consideration. Payments for Securities purchased will also 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 Settlement Date.
The Offer was made upon and was subject to the terms and conditions set forth in the Offer to Purchase dated October 29, 2014.
J.P. Morgan Securities LLC acted as Dealer Manager for the Offer. The information agent and tender agent for the Offer was D.F. King & Co., Inc. Questions regarding the Offer should be directed to J.P. Morgan Securities LLC, Liability Management Group, at (800) 834-4666 (toll-free) or (212) 834-4811 (collect).
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 85,000 people worldwide. The Roche Group's products and services address the prevention, diagnosis, treatment and monitoring of diseases.
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SOURCE Roche Holdings, Inc.
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