Press Release February 25, 2019

Spark Therapeutics to be Acquired by Roche for $4.8 Billion

The Goodwin team advised Spark Therapeutics (NASDAQ: ONCE) on its definitive merger agreement to be fully acquired by Roche at a price of $114.50 per share in an all-cash transaction. This corresponds to a total equity value of approximately $4.8 billion on a fully diluted basis, inclusive of approximately $500 million of projected net cash expected at close. The merger agreement has been unanimously approved by the boards of both Spark and Roche. Spark Therapeutics will continue its operations in Philadelphia as an independent company within the Roche Group.

Under the terms of the agreement, Roche will promptly commence a tender offer to acquire all outstanding shares of Spark’s common stock, and Spark will file a recommendation statement containing the unanimous recommendation of the Spark board that Spark shareholders tender their shares to Roche. The closing of the tender offer will be subject to a majority of Spark Therapeutics’ outstanding shares being tendered. In addition, the transaction is subject to the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary conditions. The closing of the transaction is expected to take place in the second quarter of 2019.

Spark Therapeutics is a fully integrated, commercial gene therapy company dedicated to challenging the inevitability of genetic disease. The company has successfully applied its technology in the first gene therapy approved in both the U.S. and EU for a genetic disease, and currently have four programs in clinical trials, including product candidates that have shown promising early results in patients with hemophilia.

The Goodwin team was led by partners Stuart Cable, Lisa Haddad, Blake Liggio, Deborah Birnbach, Andrea Murino and counsel Kirby Lewis.

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