OREANDA-NEWS. February 03, 2015. Roche (SIX: RO, ROG; OTCQX: RHHBY) announced that it has commenced a cash tender offer for up to 15,604,288 outstanding shares of common stock of Foundation Medicine, Inc. (NASDAQ: FMI) at a price of \\$50.00 per share. The tender offer is being made pursuant to the previously announced transaction agreement dated as of January 11, 2015 between Foundation Medicine, Inc. and Roche Holdings, Inc., an indirect wholly owned subsidiary of Roche Holding Ltd.

The tender offer period will expire at 12:00 midnight (New York City time) at the end of the day on March 2, 2015, unless the offer is extended.

Roche has filed a tender offer statement on Schedule TO with the United States Securities and Exchange Commission (SEC). The Offer to Purchase contained within the Schedule TO sets out the terms and conditions of the tender offer.

Foundation Medicine has also filed a Solicitation/Recommendation Statement with the SEC on Schedule 14D-9, which includes the unanimous recommendation of the Foundation Medicine board of directors that Foundation Medicine stockholders tender their shares in the tender offer. Following successful completion of the tender offer, Roche will also invest \\$250 million in Foundation Medicine by acquiring 5,000,000 newly issued shares at \\$50.00 per share, subject to the terms and conditions described in the Offer to Purchase.

Closing of the tender offer is conditioned upon customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, the approval by the stockholders of Foundation Medicine of certain matters relating to the transaction and there being validly tendered and not validly withdrawn a number of shares of Foundation Medicine common stock that, when added to the shares already owned by Roche and its affiliates and the 5,000,000 shares that Roche will acquire directly from Foundation Medicine, represents at least 52.4% of the outstanding shares of Foundation Medicine on a fully diluted basis. The offer is not subject to any financing condition.

The complete terms and conditions are set out in the Offer to Purchase, which was filed with the SEC today, February 2, 2015. Foundation Medicine stockholders may obtain copies of all of the offering documents, including the Offer to Purchase, free of charge at the SEC’s website (www.sec.gov) or by directing a request for the Solicitation/Recommendation Statement on Schedule 14D-9 to Foundation Medicine Investor Relations Department, telephone number (617) 418-2283, email address ir@foundationmedicine.com or from Foundation Medicine’s website, http://investors.foundationmedicine.com/sec.cfm or the Offer to Purchase and the other related materials to MacKenzie Partners, Inc., the Information Agent for the offer, toll-free at (800) 322-2885 (please call (212) 929-5500 (collect) if you are located outside the U.S. or Canada) or via email at tenderoffer@mackenziepartners.com.

About Foundation Medicine, Inc.

Foundation Medicine is a commercial-stage company focused on the research, development and commercialization of targeted oncology treatments based on molecular genomic information. Foundation Medicine derives revenue from selling products enabled by its molecular information platform to physicians and biopharmaceutical companies. Foundation Medicine’s platform includes proprietary methods and algorithms for analyzing tumor tissue samples across various types of cancer, as well as information aggregation and reporting capabilities. Foundation Medicine’s products provide genomic information about each patient’s individual cancer, enabling physicians to optimize treatments in clinical practice and enabling biopharmaceutical companies to develop targeted oncology therapies more effectively. Foundation Medicine’s first clinical products, FoundationOne®, for solid tumors, and FoundationOne Heme®, for blood-based cancers, or hematologic malignancies, including leukemia, lymphoma, and myeloma, and certain sarcomas and pediatric cancers, provide comprehensive molecular information products designed for use in the routine care of patients with cancer. For additional information about Foundation Medicine, please visit http://www.foundationmedicine.com/.

About Roche

Headquartered in Basel, Switzerland, Roche is a leader in research-focused healthcare with combined strengths in pharmaceuticals and diagnostics. Roche is the world’s largest biotech company, with truly differentiated medicines in oncology, immunology, infectious diseases, ophthalmology and neuroscience. Roche is also the world leader in in vitro diagnostics and tissue-based cancer diagnostics, and a frontrunner in diabetes management. Roche’s personalised healthcare strategy aims at providing medicines and diagnostics that enable tangible improvements in the health, quality of life and survival of patients. Founded in 1896, Roche has been making important contributions to global health for more than a century. Twenty-four medicines developed by Roche are included in the World Health Organisation Model Lists of Essential Medicines, among them life-saving antibiotics, antimalarials and chemotherapy.

In 2014 the Roche Group employed 88,500 people worldwide, invested 8.9 billion Swiss francs in R&D and posted sales of 47.5 billion Swiss francs. 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.

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