UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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Amendment No. 7
to
SCHEDULE TO
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Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934
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FOUNDATION MEDICINE, INC.
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(Name of Subject Company)
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ROCHE HOLDINGS, INC.
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(Names of Filing Persons – Offeror)
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Common Stock, Par Value $0.0001 Per Share
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(Title of Class of Securities)
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350465100
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(Cusip Number of Class of Securities)
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Frederick C. Kentz III
Roche Holdings, Inc.
1 DNA Way, MS #24,
South San Francisco, CA 94080
Telephone: (650) 225-1000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
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Copies to:
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Marc O. Williams, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
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Exhibit No.
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Description
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(a)(5)(viii)
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Media Release issued by Roche Holdings, Inc. on April 14, 2015.
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ROCHE HOLDINGS, INC.
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By:
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/s/ Bruce Resnick
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Name:
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Bruce Resnick
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Title:
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Vice President and Tax Counsel
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Exhibit No.
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Description
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(a)(1)(i)
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Offer to Purchase, dated as of February 2, 2015.
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(a)(1)(ii)
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Letter of Transmittal (including IRS Form W-9 and associated instructions).
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(a)(1)(iii)
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Notice of Guaranteed Delivery.
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(a)(1)(iv)
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)(v)
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Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)(vi)
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Summary Advertisement as published in the Wall Street Journal on February 2, 2015.
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(a)(5)(i)
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Media Release issued by Roche on January 12, 2015 (incorporated by reference to Exhibit 99.1 of the Pre-Commencement Communication on Schedule TO filed by Roche Holdings, Inc. with the Securities and Exchange Commission on January 12, 2015).
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(a)(5)(ii)
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Key Messages and Q&A dated January 12, 2015 (incorporated by reference to Exhibit 99.2 of the Pre-Commencement Communication on Schedule TO filed by Roche Holdings, Inc. with the Securities and Exchange Commission on January 12, 2015).
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(a)(5)(iii)
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Presentation used for investor relations conference call dated January 12, 2015 (incorporated by reference to Exhibit 99.3 of the Pre-Commencement Communication on Schedule TO filed by Roche Holdings, Inc. with the Securities and Exchange Commission on January 12, 2015).
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(a)(5)(iv)
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Media Release issued by Roche Holdings, Inc. on February 2, 2015.
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(a)(5)(v)
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Media Release issued by Roche Holdings, Inc. on March 2, 2015.
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(a)(5)(vi)
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Media Release issued by Foundation Medicine, Inc. on March 23, 2015 (incorporated by reference to Exhibit 99.1 of the Form 8-K filed by Foundation Medicine, Inc. with the Securities and Exchange Commission on March 23, 2015).
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(a)(5)(vii)
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Media Release issued by Roche Holdings, Inc. on April 7, 2015.
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(a)(5)(viii)*
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Media Release issued by Roche Holdings, Inc. on April 14, 2015.
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(b)
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Not applicable.
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(c)
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Not applicable.
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(d)(1)
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Transaction Agreement, dated as of January 11, 2015, by and between Foundation Medicine, Inc. and Roche Holdings, Inc. (incorporated by reference to Exhibit 2.1 of the Form 8-K filed by Foundation Medicine, Inc.
with the Securities and Exchange Commission on January 12, 2015).
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(d)(2)
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Investor Rights Agreement, dated as of January 11, 2015, by and among Foundation Medicine, Inc., Roche Holdings, Inc. and the other stockholders named as a party thereto (incorporated by reference to Exhibit 4.2 of the Form 8-K filed by Foundation Medicine, Inc. with the Securities and Exchange Commission on January 12, 2015).
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(d)(3)
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Tender and Support Agreement, dated as of January 11, 2015, by and between Roche Holdings, Inc. and Third Rock Ventures, L.P. (incorporated by reference to Exhibit 99.2 of the Schedule 13D filed by Roche Holding Ltd with the Securities and Exchange Commission on January 21, 2015).
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(d)(4)
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Tender and Support Agreement, dated as of January 11, 2015, by and among Roche Holdings, Inc., Kleiner Perkins Caufield & Byers XIV, LLC and KPCB XIV Founders Fund, LLC (incorporated by reference to Exhibit 99.3 of the Schedule 13D filed by Roche Holding Ltd with the Securities and Exchange Commission on January 21, 2015).
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(d)(5)
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Tender and Support Agreement, dated as of January 11, 2015, by and between Roche Holdings, Inc. and Google Ventures 2011, L.P. (incorporated by reference to Exhibit 99.4 of the Schedule 13D filed by Roche Holding Ltd with the Securities and Exchange Commission on January 21, 2015).
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(d)(6)
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Tax Sharing Agreement, dated as of January 11, 2015, by and between Roche Holdings, Inc. and Foundation Medicine, Inc. (incorporated by reference to Exhibit 10.1 of the Form 8-K filed by Foundation Medicine, Inc.
with the Securities and Exchange Commission on January 12, 2015).
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(d)(7)
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Confidentiality Agreement, dated as of September 4, 2014, between Roche Holdings, Inc. and Foundation Medicine, Inc.
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d(8)†
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Collaboration Agreement, by and among Foundation Medicine, Inc., F. Hoffman-La Roche Ltd and Hoffman-La Roche Inc., dated January 11, 2015 (incorporated by reference to Exhibit 10.2 of the Form 8-K/A filed by Foundation Medicine, Inc. with the Securities and Exchange Commission on February 2, 2015).
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Exhibit No.
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Description
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d(9)†
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Ex-US Commercialization Agreement, by and between Foundation Medicine, Inc. and F. Hoffmann-La Roche Ltd, dated January 11, 2015 (incorporated by reference to Exhibit 10.3 of the Form 8-K/A filed by Foundation Medicine, Inc. with the Securities and Exchange Commission on February 2, 2015).
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d(10)†
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US Education Collaboration Agreement, by and between Foundation Medicine, Inc. and Genentech, Inc., dated January 11, 2015 (incorporated by reference to Exhibit 10.4 of the Form 8-K/A filed by Foundation Medicine, Inc. with the Securities and Exchange Commission on February 2, 2015).
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d(11)†
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Binding Term Sheet for an In Vitro Diagnostics Collaboration by and between Foundation Medicine, Inc. and F. Hoffman-La Roche Ltd, dated January 11, 2015 (incorporated by reference to Exhibit 10.5 of the Form 8-K/A filed by Foundation Medicine, Inc. with the Securities and Exchange Commission on February 2, 2015).
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(e)
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Not applicable.
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(f)
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Not applicable.
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(g)
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Not applicable.
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(h)
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Not applicable.
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*
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Filed herewith
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†
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Confidential treatment has been requested or granted for certain information contained in this exhibit. Such information has been omitted and filed separately with the Securities and Exchange Commission
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