Roche to pay up to $2 billion in tenders for six series of notes

By Wendy Van Sickle

Columbus, Ohio, Nov. 19 – Roche Holdings, Inc. began a cash tender offer to spend up to $2 billion to purchase six series of notes, according to a company news release.

The $2 billion payment cap does not include accrued interest, which will also be paid up to the relevant settlement date.

The offer will end at 11:59 p.m. ET on Dec. 17.

The following notes, listed in order of acceptance priority, are covered by the offer with pricing to be determined at 10 a.m. ET on Dec. 4 by reference to a fixed spread over the relevant Treasury note:

• $1,888,838,000 of 7% notes due 2039 issued by Roche Holdings with a $300 million sublimit for this series and pricing to be set using the 2.25% U.S. Treasury due Aug. 15, 2049 plus 55 basis points;

• $324,991,000 of 5.25% notes due 2035 issued by Genentech Inc. with pricing to be set using the 2.25% U.S. Treasury due Aug. 15, 2049 plus 55 bps;

• $1.65 billion of 3.35% notes due 2024 issued by Roche Holdings with pricing to be set using the 1.5% U.S. Treasury due Oct. 31, 2024 plus 20 bps;

• $750 million of 3.25% notes due 2023 issued by Roche Holdings with pricing to be set using the 1.5% U.S. Treasury due Oct. 31, 2024 plus 15 bps;

• $1,000,500,000 of 3% notes due 2025 issued by Roche Holdings with pricing to be set using the 1.5% U.S. Treasury due Oct. 31, 2024 plus 30 bps; and

• $1.3 billion of 2.875% notes due 2021 issued by Roche Holdings with pricing to be set using the 1.5% U.S. Treasury due Sept. 30, 2021 plus 10 bps.

Each series of Roche Holdings notes is guaranteed by Roche Holding Ltd.

In each case, the total consideration will include a $30 early tender premium that will be paid only to holders who tender their notes by 5 p.m. ET on Dec. 3.

Early settlement is expected on Dec. 5 and final settlement on Dec. 19.

If tenders exceed the payment cap or the sublimit for the 2039 notes, tenders may be subject to proration.

J.P. Morgan Securities LLC (866 834-4666, 212 834-8553 or 44 20 7134 2468) and Barclays (212 528-7581 or 800 438-3242) are the dealer managers.

D.F. King & Co., Inc. (866 829-0541, 212 269-5550 or roche@dfking.com) is the information and tender agent.

Roche is a Basel, Switzerland-based drug maker.

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