Press Release January 12, 2015

Goodwin Counsels on $1B+ Foundation Medicine-Roche Tender Offer and Strategic Collaboration

Goodwin Procter attorneys advised client Foundation Medicine on all aspects of its strategic transaction with Roche, including a tender offer component, a primary investment, and R&D and commercial collaboration agreements. The transaction will advance Foundation Medicine’s market-leading position in molecular information and genomic analysis and provide Roche an opportunity to optimize the identification and development of treatment options for cancer patients.

According to the terms of the transaction, Roche will launch a tender offer of approximately 15.6 million shares at a per share price of $50 for a total of $780 million In addition, Roche will invest $250 million in Foundation Medicine at a price of $50 per share. Combined, the transactions will result in Roche owning a minimum of 52.4% and a maximum of 56.3% of Foundation Medicine on a fully diluted basis.

The transaction, expected to close in the second quarter of 2015, is subject to Foundation Medicine’s shareholder approval, clearance under the Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions.

Foundation Medicine, based in Cambridge, Mass., is a molecular information company dedicated to a transformation in cancer care in which treatment is informed by a deep understanding of the genomic changes that contribute to each patient's unique cancer. The company's clinical assays, FoundationOne for solid tumors and FoundationOne Heme for hematologic malignancies, sarcomas and pediatric cancers, provide a fully informative genomic profile to identify the molecular alterations in a patient's cancer and match them with relevant targeted therapies and clinical trials. Foundation Medicine is traded on Nasdaq under ticker “FMI.”

Headquartered in Basel, Switzerland, Roche is a leader in research-focused healthcare with combined strengths in pharmaceuticals and diagnostics. Roche is the world's largest biotech company, with differentiated medicines in oncology, immunology, infectious diseases, ophthalmology and neuroscience. Roche is also the world leader in in vitro diagnostics and tissue-based cancer diagnostics, and a frontrunner in diabetes management. The company was founded in 1896 and today employs over 85,000 people.

The Goodwin deal team was led by Stuart CableKingsley Taft and Lisa Haddad. The equity transaction team included Daniel Lang.The collaboration/licensing team was led by Chris Denn, and included Noelle Dubiansky.

Additional information regarding the announced collaboration and stock sale can be found in the press release. Coverage of the announcement includes articles in The New York Times, and