As of the expiration of the tender offer, a total of approximately 73,169,195 shares of Memory common stock were tendered and not withdrawn (including approximately 890,630 shares tendered by delivery of notices of guaranteed delivery), representing approximately 89% of Memory's outstanding shares.
Roche intends to complete the acquisition of Memory through a merger to be effected as promptly as practicable in accordance with the terms of the merger agreement between Roche and Memory. If the merger takes place, Roche will own all of the shares of Memory and all other remaining Memory stockholders (other than stockholders properly exercising their appraisal rights) will receive the same cash consideration per share as was paid in the tender offer. As a result of the purchase of shares in the offer, 900 North Point Acquisition Corporation has sufficient voting power to approve the merger without the affirmative vote of any other Memory stockholder.
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Cautionary Statement Regarding Forward-Looking Statements
Some of the statements contained in this press release are forward-looking statements, including statements regarding the expected consummation of the acquisition, which involves a number of risks and uncertainties including the satisfaction of closing conditions for the acquisition such as regulatory approval for the transaction, the tender of a majority of the outstanding shares of common stock of Memory and the possibility that the transaction will not be completed. These statements are based on our current expectations, assumptions, estimates and projections about our business and our industry, and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's results, levels of activity, performance or achievements to be materially different from any future statements. We generally identify these statements by words or phrases such as "believe," "anticipate," "expect," "intend," "plan," "will," "may," "should," "estimate," "predict," "potential," "continue," or the negative of such terms or other similar expressions. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results and the timing of events may differ materially from the results discussed in the forward-looking statements, and you should not place undue reliance on these statements. The information contained in this press release is as of
Important Additional Information
This press release is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell Memory's common stock. The tender offer is being made pursuant to a tender offer statement on Schedule TO (including the Offer to Purchase, Letter of Transmittal and other related tender offer materials) filed by Roche with the Securities and Exchange Commission (the "SEC") on
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SOURCE Roche