Market Overview

Roche and Ignyta Reach Definitive Merger Agreement

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  • Roche to acquire Ignyta for US$ 27.00 per share
  • Ignyta's investigational medicine entrectinib, a selective
    CNS-active tyrosine-kinase inhibitor being developed for tumours that
    harbor ROS1 or NTRK fusions, to expand Roche's portfolio of oncology
    medicines

Roche ((SIX: RO, ROG, OTCQX:RHHBY) and Ignyta, Inc. (NASDAQ:RXDX) today
announced they have entered into a definitive merger agreement for Roche
to fully acquire Ignyta at a price of US$ 27.00 per share in an all-cash
transaction. This corresponds to a total transaction value of US$ 1.7
billion on a fully diluted basis. This price represents a premium of 74%
to Ignyta's closing price on 21 December 2017 and a premium of 71% and
89% to Ignyta's 30-day and 90-day volume weighted average share price on
21 December 2017, respectively. The merger agreement has been
unanimously approved by the boards of Ignyta and Roche.

Under the terms of the merger agreement, Roche will promptly commence a
tender offer, to acquire all outstanding shares of Ignyta common stock,
and Ignyta will file a recommendation statement containing the unanimous
recommendation of the Ignyta board that Ignyta's shareholders tender
their shares to Roche.

Ignyta, based in San Diego, California, is focused on precision medicine
in oncology aiming to test, identify, and treat patients with cancers
harbouring specific rare mutations.

Ignyta's lead molecule entrectinib is an orally bioavailable, CNS-active
tyrosine kinase inhibitor being developed for tumours that harbor ROS1
or NTRK fusions. An ongoing pivotal phase 2 clinical trial will support,
if successful, dual NDA submissions. Entrectinib targets tumours with
one of two genetically defined gene rearrangements: ROS1 fusions in
non-small cell lung cancer (NSCLC), and NTRK fusions across a broad
range of solid tumours.

In the recently announced interim data including patients from the
STARTRK-2 trial, in patients with ROS1 fusion-positive advanced NSCLC,
entrectinib demonstrated a 78 percent (25 out of 32; by Investigator)
and 69 percent (22 out of 32; by blinded independent central review,
BICR) confirmed objective response rate (ORR). Entrectinib also showed a
median duration of response of 28.6 months and median progression free
survival of 29.6 months in this population, with 53 percent of patients
remaining on study. Moreover, entrectinib showed 83 percent (5 out of 6
by BICR) confirmed intracranial ORR in patients with measurable brain
metastases. Safety was consistent with previous studies of entrectinib.
With over 200 patients treated at the recommended phase 2 dose, most
adverse events (AEs) were Grade 1-2 and reversible, and only 3 percent
of patients discontinued from the study due to treatment-related AEs.
The program is tracking towards dual NDA submissions in NTRK
tumour-agnostic and ROS1 NSCLC, if supported by clinical data, with an
anticipated US commercial launch in both indications thereafter.

Commenting on the transaction, Daniel O'Day, CEO Roche Pharmaceuticals,
said, "Cancer is a highly complex disease and many patients suffer from
mutations which are difficult to detect and treat. The agreement with
Ignyta builds on Roche's strategy of fitting treatments to patients and
will allow Roche to broaden and strengthen its oncology portfolio
globally."

Ignyta will continue its operations in San Diego and be responsible for
the ongoing pivotal study of entrectinib to ensure this important
medicine reaches patients without delay. Commenting on the transaction,
Ignyta's Chairman, CEO, and Co-Founder, Jonathan E. Lim, said, "Ignyta
has been singularly focused on developing precisely targeted
therapeutics guided by diagnostics for patients with rare cancers. We
are excited that Roche, the global leader in both oncology and
personalised healthcare, recognises this powerful approach and shares
our passion for advancing entrectinib for the benefit of patients."

Terms of the agreement

Under the terms of the merger agreement, Roche will promptly commence a
tender offer to acquire all of the outstanding shares of Ignyta's common
stock at a price of US$ 27.00 per share in cash. The closing of the
tender offer will be subject to a majority of Ignyta's outstanding
shares being tendered in the tender offer. 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.

Following completion of the tender offer, Roche will acquire all
remaining shares at the same price of US$ 27.00 per share through a
second step merger. The closing of the transaction is expected to take
place in the first half of 2018.

Citi is acting as financial advisor to Roche and Sidley Austin LLP is
acting as legal counsel to Roche. BofA Merrill Lynch and J.P. Morgan
Securities LLC are acting as financial advisors to Ignyta and Latham &
Watkins LLP is acting as legal counsel to Ignyta.

About entrectinib

Entrectinib is an investigational, CNS-active, potent, and selective
small molecule tyrosine kinase inhibitor of the NTRK (neurotropic
tropomyosin receptor kinase) family of tyrosine kinase receptors (TRKA,
TRKB and TRKC) and ROS1 proteins, which is in a Phase 2 clinical study
in molecularly defined patient populations for the treatment of solid
tumours. Entrectinib has been granted PRIME designation by EMA and
Breakthrough Therapy Designation by FDA.

About Ignyta

At Ignyta, we work tirelessly on behalf of patients with cancer to offer
potentially life-saving, precisely targeted therapeutics (Rx) guided by
diagnostic (Dx) tests. Our integrated Rx/Dx strategy allows us to enter
uncharted territory, illuminating the molecular and immunological
drivers of cancer and quickly advancing treatments to address them. This
approach embraces even those patients with rare cancers, who have the
highest unmet need and who may otherwise not have access to effective
treatment options. With our pipeline of potentially first-in-class or
best-in-class precision medicines, we are pursuing the ultimate goal of
not just shrinking tumors, but eradicating cancer relapse and recurrence
in precisely defined patient populations.

About Roche

Roche is a global pioneer in pharmaceuticals and diagnostics focused on
advancing science to improve people's lives. The combined strengths of
pharmaceuticals and diagnostics under one roof have made Roche the
leader in personalised healthcare – a strategy that aims to fit the
right treatment to each patient in the best way possible.

Roche is the world's largest biotech company, with truly differentiated
medicines in oncology, immunology, infectious diseases, ophthalmology
and diseases of the central nervous system. Roche is also the world
leader in in vitro diagnostics and tissue-based cancer diagnostics, and
a frontrunner in diabetes management.

Founded in 1896, Roche continues to search for better ways to prevent,
diagnose and treat diseases and make a sustainable contribution to
society. The company also aims to improve patient access to medical
innovations by working with all relevant stakeholders.

Thirty medicines developed by Roche are included in the World Health
Organization Model Lists of Essential Medicines, among them life-saving
antibiotics, antimalarials and cancer medicines. Roche has been
recognised as the Group Leader in sustainability within the
Pharmaceuticals, Biotechnology & Life Sciences Industry nine years in a
row by the Dow Jones Sustainability Indices (DJSI).

The Roche Group, headquartered in Basel, Switzerland, is active in over
100 countries and in 2016 employed more than 94,000 people worldwide. In
2016, Roche invested CHF 9.9 billion in R&D and posted sales of CHF 50.6
billion. Genentech, in the United States, is a wholly owned member of
the Roche Group. Roche is the majority shareholder in Chugai
Pharmaceutical, Japan. For more information, please visit www.roche.com.

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

THE TENDER OFFER FOR THE OUTSTANDING COMMON STOCK OF IGNYTA HAS NOT BEEN
COMMENCED. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES
NOT CONSTITUTE AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO
SELL IGNYTA COMMON STOCK. THE SOLICITATION AND OFFER TO BUY IGNYTA
COMMON STOCK WILL ONLY BE MADE PURSUANT TO AN OFFER TO PURCHASE AND
RELATED MATERIALS. AT THE TIME THE OFFER IS COMMENCED, ROCHE AND ITS
ACQUISITION SUBSIDIARY, WILL FILE A TENDER OFFER STATEMENT ON SCHEDULE
TO WITH THE SEC AND THEREAFTER, IGNYTA WILL FILE A
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WITH RESPECT TO
THE OFFER. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE
MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF
TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) CAREFULLY WHEN
THEY BECOME AVAILABLE SINCE THEY WILL CONTAIN IMPORTANT INFORMATION,
INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. THE OFFER TO PURCHASE,
SOLICITATION/RECOMMENDATION STATEMENT AND RELATED MATERIALS WILL BE
FILED WITH THE SEC, AND INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE
COPY OF THESE MATERIALS (WHEN AVAILABLE) AND OTHER DOCUMENTS FILED BY
ROCHE AND IGNYTA WITH THE SEC AT THE WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV.
INVESTORS AND SECURITY HOLDERS MAY ALSO OBTAIN FREE COPIES OF THE
SOLICITATION/RECOMMENDATION STATEMENT AND OTHER DOCUMENTS FILED WITH THE
SEC BY IGNYTA AT WWW.IGNYTA.COM

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

THIS ANNOUNCEMENT CONTAINS FORWARD-LOOKING STATEMENTS ABOUT IGNYTA AS
THAT TERM IS DEFINED IN SECTION 27A OF THE SECURITIES ACT OF 1933 AND
SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934. SOME OF THE
STATEMENTS CONTAINED IN THIS ANNOUNCEMENT ARE FORWARD-LOOKING
STATEMENTS, INCLUDING STATEMENTS REGARDING, AMONG OTHER THINGS, THE
CLINICAL AND/OR NON-CLINICAL DATA OR PLANS UNDERLYING IGNYTA'S
ENTRECTINIB PROGRAM, REFERENCES TO THE DEVELOPMENT OF, AND POTENTIAL
TIMING OF REGULATORY SUBMISSIONS AND COMMERCIALIZATION FOR ENTRECTINIB,
AND THE EXPECTED CONSUMMATION OF THE TRANSACTION, ALL OF WHICH INVOLVE A
NUMBER OF RISKS AND UNCERTAINTIES, INCLUDING, THE SATISFACTION OF
CLOSING CONDITIONS FOR THE TRANSACTION, SUCH AS REGULATORY APPROVAL, THE
TENDER OF A MAJORITY OF THE OUTSTANDING SHARES OF COMMON STOCK OF
IGNYTA, THE POSSIBILITY THAT THE TRANSACTION WILL NOT BE COMPLETED, AND
OTHER RISKS AND UNCERTAINTIES DISCUSSED IN IGNYTA'S PUBLIC FILINGS WITH
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "SEC"),
INCLUDING THE "RISK FACTORS" SECTIONS OF IGNYTA'S ANNUAL REPORT ON FORM
10-K FOR THE YEAR ENDED DECEMBER 31, 2016 AND SUBSEQUENT QUARTERLY
REPORTS ON FORM 10-Q, AS WELL AS THE TENDER OFFER DOCUMENTS TO BE FILED
BY ROCHE AND ITS ACQUISITION SUBSIDIARY AND THE
SOLICITATION/RECOMMENDATION TO BE FILED BY IGNYTA. THESE STATEMENTS ARE
BASED ON CURRENT EXPECTATIONS, ASSUMPTIONS, ESTIMATES AND PROJECTIONS,
AND INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS
THAT MAY CAUSE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS
TO BE MATERIALLY DIFFERENT FROM ANY FUTURE STATEMENTS. IF UNDERLYING
ASSUMPTIONS PROVE INACCURATE OR UNKNOWN RISKS OR UNCERTAINTIES
MATERIALIZE, ACTUAL RESULTS AND THE TIMING OF EVENTS MAY DIFFER
MATERIALLY FROM THE RESULTS AND/OR TIMING DISCUSSED IN THE
FORWARD-LOOKING STATEMENTS, AND YOU SHOULD NOT PLACE UNDUE RELIANCE ON
THESE STATEMENTS. ROCHE AND IGNYTA DISCLAIM ANY INTENT OR OBLIGATION TO
UPDATE ANY FORWARD-LOOKING STATEMENTS AS A RESULT OF DEVELOPMENTS
OCCURRING AFTER THE PERIOD COVERED BY THIS REPORT OR OTHERWISE.

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