BASEL, Switzerland—Spring growth is underway for Roche, which announced this week that it had entered into a definitive merger agreement by which it will fully acquire GenMark Diagnostics for $24.05 per share in an all-cash deal, for a total transaction value of approximately $1.8 billion on a fully diluted basis. Both companies' boards of directors have unanimously approved the transaction.
Per the terms of the agreement, Roche will commence a tender offer to acquire all outstanding shares of GenMark's common stock. In conjunction, GenMark will file a recommendation statement regarding the board of directors' unanimous recommendation that shareholders tender their shares to the offer. Once the tender offer is complete, Roche will acquire all remaining shares not tendered to the offer at the same share price via a second step merger. The transaction is expected to close in the second quarter, subject to the satisfaction of customary closing conditions such as the tender of at least a majority of GenMark's outstanding shares to the offer and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.
“As a part of Roche, we can accelerate our mission to enable rapid diagnosis of infectious disease to improve patient outcomes. Together with Roche’s diagnostics healthcare solutions, we will be able to provide a full suite of molecular diagnostic solutions to customers around the world,” said Scott Mendel, CEO of GenMark Diagnostics. “We are thrilled to become a part of Roche and are confident that this is the right path forward for GenMark and our customers.”
GenMark offers a syndromic panel testing portfolio, including blood culture identification panels that the company says can detect approximately 95 percent of currently identified bloodstream infections and respiratory pathogen panels that can identify the most common viral and bacterial culprits behind upper respiratory infections, including SARS-CoV-2. The company's ePlex system boosts lab efficiency with streamlined order-to-reporting workflow and rapid diagnosis.
“Acquiring GenMark Diagnostics will broaden our molecular diagnostics portfolio to include solutions that can provide lifesaving information quickly to patients and their healthcare providers in the fight against infectious diseases,” Thomas Schinecker, CEO of Roche Diagnostics, commented in a press reelase. “Their proven expertise in syndromic panel testing provides faster targeted therapeutic intervention, resulting in improved patient outcomes and reduced hospital stays, and will contribute to Roche’s commitment to helping control infectious diseases and antibiotic resistance. The rapid identification of bloodstream infections and the detection of antimicrobial resistance genes are more essential than ever for hospitals and their patients.”
In other diagnostic news, Roche also announced that it had launched its cobas SARS-CoV-2 Variant Set 1 Test for detecting and differentiating between variants of the virus, such as B.1.1.7, B.1.351, and P.1. The test is for research use only and is meant to aid in tracking mutations and determining if and how the variants affect diagnostics, vaccines, and therapeutics.
“Viruses naturally evolve over time. While most mutations do not have a clinical impact, some variants need to be tracked carefully as they seem to spread more easily and quickly,” Schinecker remarked. “Continued surveillance is essential for public health. Our latest solution provides laboratories a fast and efficient way to investigate these variants found in infected individuals and the potential impact on existing therapies, vaccines and tests.”
Photo credit: F. Hoffmann-La Roche Ltd