Press Release June 19, 2018

Foundation Medicine to Merge with Roche for $2.4 Billion

Goodwin advised a Special Committee of the Independent Directors of Foundation Medicine, Inc. (NASDAQ: FMI)  in its definitive merger agreement with Roche (SIX: RO, ROG; OTCQX: RHHBY) in which Roche will acquire the outstanding shares of FMI’s common stock not already owned by Roche and its affiliates at a price of US$ 137.00 per share in cash. This corresponds to a total transaction value of US$ 2.4 billion on a fully diluted basis, and a total company value of US$ 5.3 billion on a fully diluted basis.

The merger agreement has been unanimously approved by the board of Roche and a Special Committee of the independent directors of FMI and by its full board of directors with the Roche designated directors abstaining from the deliberations and vote. All current members of the FMI board have indicated that they intend to tender their FMI shares in the tender offer. The closing of the tender offer will be subject to a majority of FMI’s outstanding shares not already held by Roche being tendered in the tender offer. The transaction is expected to close in the second half of 2018 and subject to customary closing conditions.

Foundation Medicine 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 offers a full suite of comprehensive genomic profiling assays to identify the molecular alterations in a patient's cancer and match them with relevant targeted therapies, immunotherapies and clinical trials.

The Goodwin team was led by partners Stuart Cable and Lisa Haddad and included partners Daniel LangArthur McGivernBlake LiggioMichael PatroneKingsley TaftNatascha GeorgeLynda GalliganDaniel KarelitzPaul JinDeborah BirnbachCaroline Bullerjahn and William Harrington, counsels Brian MukherjeeAi Tajima and associates Sam DavisMichael Cohen and William Magioncalda.

For additional details on the merger, please read the press release.