Roche and InterMune announced that Roche’s wholly owned subsidiary Klee Acquisition Corporation has accepted for payment all shares validly tendered pursuant to its tender offer for all outstanding shares of common stock of InterMune, at USD 74.00 per share in cash.
The tender offer expired at 12:00 midnight, New York City time, at the end of the day on 26 September 2014, and was not extended.
As of the expiration of the tender offer, a total of approximately 96,362,877 shares of InterMune common stock were validly tendered and not withdrawn (excluding approximately 8,633,836 shares tendered by delivery of notices of guaranteed delivery for which certificates have not yet been delivered), representing approximately 79.42% of InterMune’s outstanding shares on a fully diluted basis.
Later today, Roche intends to complete the acquisition of InterMune through a merger of Klee Acquisition Corporation with and into InterMune without a vote or meeting of InterMune’s shareholders.
In the merger, all shares of InterMune not owned by InterMune, Roche or their respective wholly owned subsidiaries (other than shares as to which appraisal rights have been validly exercised under Delaware law) will be converted into the right to receive the same cash consideration per share, less any applicable withholding taxes, as was paid in the tender offer. Following completion of the merger, InterMune will become a wholly owned subsidiary of Roche and InterMune’s shares will cease to be traded on NASDAQ Stock Market.
InterMune is a biotechnology company focused on the research, development and commercialization of innovative therapies in pulmonology and orphan fibrotic diseases.
In pulmonology, the company is focused on therapies for the treatment of idiopathic pulmonary fibrosis (IPF), a progressive, irreversible, unpredictable and ultimately fatal lung disease.
InterMune’s research programs are focused on the discovery of targeted, small-molecule therapeutics and biomarkers to treat and monitor serious pulmonary and fibrotic diseases.