Roche and Ignyta, Inc. today announced that Roche’s wholly owned subsidiary Abingdon Acquisition Corp., has accepted for payment all shares validly tendered and not validly withdrawn pursuant to its tender offer for all outstanding shares of common stock of Ignyta, Inc. at a price of USD 27.00 per share in cash. The tender offer expired at 12:00 midnight, Eastern Time, at the end of the day on 7 February 2018 and was not extended.
Roche has been advised by Citibank, N.A., the depositary for the tender offer, that a total of approximately 57,372,887 shares of Ignyta’s common stock were validly tendered and not validly withdrawn in the tender offer (excluding shares tendered by notice of guaranteed delivery for which certificates have not yet been delivered), which represent approximately 84.71% of the total number of shares of Ignyta’s common stock outstanding. In addition, Roche has been advised by the depositary that a total of 3,453,623 shares were tendered by notice of guaranteed delivery.
Later today, Roche intends to complete the acquisition of Ignyta through a merger of Abingdon Acquisition Corp. with and into Ignyta without a vote or meeting of Ignyta’s shareholders. In the merger, all shares of Ignyta not owned by Ignyta, Roche or Roche’s 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, Ignyta will become a wholly owned subsidiary of Roche and Ignyta’s shares will cease to be traded on the NASDAQ Stock Market.