Roche has become a majority shareholder of Foundation Medicine, a molecular information company based in Cambridge, Mass. Roche purchased approximately 15.6 million shares of common stock through a tender offer from Foundation Medicine stockholders at a price of $50 per share.
Concurrently, Roche also purchased an additional five million newly issued shares directly from the company at the same price per share for gross proceeds to Foundation Medicine of $250 million. Foundation Medicine will maintain its operational independence with Roche having minority representation on Foundation Medicine's board of directors.
The previously announced R&D and commercial collaborations between the parties became effective. Foundation Medicine and Roche will partner on multiple programs to develop products and services, to distribute Foundation Medicine products and services outside the U.S. and to increase awareness of comprehensive genomic profiling in the U.S.
"Molecular information is playing an ever-increasing role in the treatment and management of cancer," said Daniel O'Day, chief operating officer, Roche Pharmaceuticals Division. "We believe that Roche, in collaboration with Foundation Medicine, has a unique opportunity to optimize the development of and access to novel treatment options for cancer patients and to advance personalized healthcare in oncology."
The strategic collaboration includes a broad R&D collaboration with the potential for more than $150 million in funding by Roche to accelerate Foundation Medicine's product development initiatives and to support enhanced and expanded clinical trial activities based on molecular information. The collaboration also expands commercialization efforts outside the U.S. through the distribution by Roche of Foundation Medicine's current and future co-developed products under the Foundation Medicine brand. Additionally, in the U.S., Roche will support Foundation Medicine by engaging its medical education team in providing non-branded information about comprehensive genomic profiling to pathologists.
Michael Pellini, M.D., CEO and director, will continue to lead Foundation Medicine, along with Foundation Medicine's current management team. Foundation Medicine's newly constituted board of directors now includes Daniel O'Day, Roche Pharmaceuticals Division, chief operating officer and member of the Roche corporate executive committee; Sandra J. Horning, M.D., global head, product development and chief medical officer for Roche/Genentech; and Michael D. Varney, Ph.D., head, Genentech Research and Early Development. These new directors join continuing Foundation Medicine directors Pellini, Alexis Borisy, Evan Jones, David Schenkein, M.D., and Krishna Yeshwant, M.D. Borisy will continue as the chairman of the board of directors.