OREANDA-NEWS. Roche (SIX: RO, ROG; OTCQX: RHHBY) today announced the preliminary results of the tender offer by Roche Holdings, Inc., its wholly owned subsidiary, for up to 15,604,288 shares of common stock of Foundation Medicine, Inc. (NASDAQ: FMI) at USD 50.00 per share in cash. The tender offer expired at 12:00 midnight, New York City time, at the end of the day on 6 April 2015 and was not extended.

Based on the preliminary tabulation by Citibank, N.A., the depositary for the tender offer, a total of 17,484,326 shares of FMI’s common stock were validly tendered and not validly withdrawn in the tender offer (excluding shares tendered by notice of guaranteed delivery for which certificates have not yet been delivered), which, when added to the shares already owned by Roche and its affiliates and 5,000,000 shares that Roche will acquire directly from FMI, represent approximately 62.8% of the outstanding shares of FMI’s common stock on a fully diluted basis (taking into account the issuance of such 5,000,000 shares). In addition, Roche has been advised by the depositary that a total of 1,859,149 shares were tendered by notice of guaranteed delivery.

Because the tender offer was oversubscribed, the number of shares that Roche will purchase from each tendering stockholder will be prorated to limit Roche’s aggregate purchase to 15,604,288 shares. Based on the preliminary information provided by the depositary, and including all shares tendered by notice of guaranteed delivery, Roche estimates that the proration factor for the tender offer will be approximately 80.7%.

The shares of FMI’s common stock to be purchased and the proration factor are preliminary and subject to confirmation by the depositary of the proper delivery of shares tendered (including by notice of guaranteed delivery). The final results of the tender offer, including the final proration factor, will be announced following the expiration of the guaranteed delivery period and completion of the confirmation process.

Payment for shares of FMI’s common stock accepted for purchase by Roche will be made promptly in accordance with the terms of the tender offer following determination of the final proration factor and taking into account adjustments to avoid purchases of fractional shares. All shares tendered in the tender offer but not accepted for purchase will be returned to the tendering stockholders.