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EX-99.1 - EX-99.1 - Foundation Medicine, Inc. | d901679dex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 2, 2015
FOUNDATION MEDICINE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE | 001-36086 | 27-1316416 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
150 Second Street Cambridge, MA |
02141 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (617) 418-2200
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 2, 2015, Foundation Medicine, Inc. (the Company) held a special meeting of stockholders (the Special Meeting). At the Special Meeting, the Companys stockholders approved the previously announced Transaction Agreement, dated as of January 11, 2015 (the Transaction Agreement), by and between the Company and Roche Holdings, Inc. (Roche), and the transactions contemplated thereby, including the issuance of 5.0 million shares of the Companys common stock to Roche at a price of $50.00 per share. The stockholders of the Company also approved (i) the anti-dilution protections granted to Roche in the Investor Rights Agreement, dated as of January 11, 2015, by and among the Company, Roche and certain existing stockholders of the Company, which will become effective upon the closing of the transactions contemplated by the Transaction Agreement (the Anti-Dilution Protections Authorization), (ii) the proposed amendments to the Companys Certificate of Incorporation (the Certificate of Incorporation) to declassify the Companys Board of Directors, provide for the annual election of directors and permit the removal of directors with or without cause (the Declassification Authorization), and (iii) the proposed amendment to the Certificate of Incorporation to renounce the Companys expectancy regarding certain corporate opportunities (the Corporate Opportunities Authorization). Stockholder action on an additional proposal, to approve the adjournment of the Special Meeting if necessary or appropriate (as determined by the Company) to solicit additional proxies in favor of any of proposals 1 through 4 (as listed below), was not required and no vote was taken on that proposal.
At the Special Meeting, holders of 22,471,289 shares of the Companys common stock, which represented approximately 78.68% of the shares of the Companys common stock outstanding and entitled to vote as of the record date of February 11, 2015, were represented in person or by proxy.
The final voting results for each proposal, each of which is described in greater detail in the Companys definitive proxy statement filed with the Securities and Exchange Commission on February 19, 2015, follow below:
Proposal 1 Approval of the Transaction Agreement
For |
Against |
Abstentions |
Broker Non-Votes | |||
22,364,114 | 12,005 | 95,170 | |
Proposal 2 Approval of the Anti-Dilution Protections Authorization
For |
Against |
Abstentions |
Broker Non-Votes | |||
22,340,636 | 25,078 | 105,575 | |
Proposal 3 Approval of the Declassification Authorization
For |
Against |
Abstentions |
Broker Non-Votes | |||
22,338,851 | 20,455 | 111,983 | |
Proposal 4 Approval of the Corporate Opportunities Authorization
For |
Against |
Abstentions |
Broker Non-Votes | |||
22,334,417 | 22,882 | 113,990 | |
Stockholder approval of the above proposals satisfies one of the remaining closing conditions for the closing of the transaction with Roche under the terms of the Transaction Agreement. The pending transaction with Roche also remains subject to the successful completion of the tender offer commenced by Roche on February 2, 2015, which is scheduled to expire at 12:00 midnight, New York City time at the end of the day on Monday, April 6, 2015.
Item 7.01. Regulation FD Disclosure.
On April 2, 2015, the Company issued a press release announcing the final voting results of the Special Meeting held on April 2, 2015. The full text of the press release is furnished as Exhibit 99.1 hereto. The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits |
Exhibit |
Description | |
99.1 | Press Release of Foundation Medicine, Inc. dated April 2, 2015. |
Important Information and Where to Find It
This communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Foundation Medicine or any other securities. Roche Holdings, Inc. has filed a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, with the United States Securities and Exchange Commission (the SEC) and a Solicitation/Recommendation Statement on Schedule 14D-9 has been filed with the SEC by Foundation Medicine. The offer to purchase shares of Foundation Medicine common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of these materials and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to MacKenzie Partners, Inc., the Information Agent for the tender offer, toll-free at (800) 322-2885 (or please call (212) 929-5500 (collect) if you are located outside the U.S. or Canada). Copies of Foundation Medicines filings with the SEC may be obtained free of charge at the Investors & Press section of Foundation Medicines website at www.foundationmedicine.com.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 2, 2015 | FOUNDATION MEDICINE, INC. | |||||
By: | /s/ Robert W. Hesslein | |||||
Robert W. Hesslein | ||||||
Senior Vice President, General Counsel and Secretary |
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