Roche Holdings, Inc. Announces Pricing of its Debt Tender Offer and Increase to the Maximum Tender Amount

Roche Holdings, Inc. Announces Pricing of its Debt Tender Offer and Increase to the Maximum Tender Amount

Anzeige Sichern Sie sich jetzt 50 € Trade­guthaben 1 und handeln Sie Ihre Wert­papiere künftig bei der “günstigsten Bank für alle Depot­modelle” (Finan BASEL, Switzerland , Dec. 4, 2019 /PRNewswire/ — Roche Holdings, Inc. (the ” Offeror “) announced today the pricing of its previously announced tender offer (the ” Offer “) to purchase for cash for a combined aggregate purchase price (exclusive of Accrued Interest (as defined herein)) of up to $2,000,000,000 the 7.00% Notes due 2039 (the ” 2039 Notes “) issued by the Offeror and guaranteed by Roche Holding Ltd (the ” Company “), the 3.35% Notes due 2024 issued by the Offeror and guaranteed by the Company, the 3.25% Notes due 2023 issued by the Offeror and guaranteed by the Company, the 3.00% Notes due 2025 issued by the Offeror and guaranteed by the Company, the 2.875% Notes due 2021 issued by the Offeror and guaranteed by the Company, and the 5.25% Senior Notes due 2035 issued by the Offeror’s subsidiary, Genentech, Inc. (” Genentech “) (together, the ” Securities “). In addition, the Offeror announced that it has increased the maximum combined aggregate purchase price (exclusive of Accrued Interest) to $2,873,519,181 .27 (such amended amount, the ” Maximum Tender Amount “). The following table sets forth certain pricing information for the Offer, including the Total Consideration (as defined below) determined based on yields on the applicable Reference U.S. Treasury Securities at 10:00 a.m. , New York City time, today: $73,097,000 2.25% U.S. Treasury Notes due August 15, 2049 $36,539,000 2.25% U.S. Treasury Notes due August 15, 2049 $1,060,775,000 1.50% U.S. Treasury Notes due October 31, 2024 $359,815,000 1.50% U.S. Treasury Notes due October 31, 2024 $493,948,000 1.50% U.S. Treasury Notes due October 31, 2024 $656,398,000 1.50% U.S. Treasury Notes due September 30, 2021 (1) As of the commencement date of the Offer. (2) Inclusive of Early Tender Premium. The Offeror has accepted for purchase on the Early Settlement Date (as defined below) all Securities that were validly tendered at or before the Early Tender Date. The Offer is being made upon and is subject to the terms and conditions set forth in the offer to purchase dated November 19, 2019 (the ” Offer to Purchase ,” as amended hereby). The Offer will expire at 11:59 p.m. , New York City time, on December 17, 2019 , unless extended or earlier terminated by the Offeror (as it may be extended or earlier terminated with respect to a series of Securities, the ” Expiration Date “). The deadline to validly withdraw tenders of Securities was 5:00 p.m., New York City time, on December 3, 2019 ; therefore, Securities that have been tendered and not validly withdrawn, and Securities tendered after that date, may not be withdrawn unless otherwise required by applicable law. The consideration to be paid in the Offer for each series of Securities that are purchased pursuant to the Offer was determined in the manner described in the Offer to Purchase at 10:00 a.m. , New York City time, today by reference to the applicable fixed spread specified for each series of Securities in the table above over the yield based on the bid side price of the applicable U.S. Treasury Security specified for each series of Securities in the table above (the ” Total Consideration “). Holders of Securities that were validly tendered and not withdrawn on or prior to 5:00 p.m. , New York City time, on December 3, 2019 (the ” Early Tender Date “) and accepted for purchase will receive the applicable Total Consideration, which includes an early tender premium of $30 per $1,000 principal amount of the Securities accepted for purchase (the ” Early Tender Premium “). Payment for Securities that were validly tendered on or prior to the Early Tender Date and accepted for purchase will be made promptly following the Early Tender Date, expected to be December 5, 2019 (such date, the ” Early Settlement Date “). Payments for Securities purchased in the Offer will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Securities up to, but not including, the Early Settlement Date for such Securities accepted for purchase (the ” Accrued Interest “). No tenders submitted after the Expiration Date will be valid. Since the Offer was fully subscribed as of the Early Tender Date, holders who validly tender Securities following the Early Tender Date will not have any of their Securities accepted for purchase. The Offeror reserves the right, subject to applicable law, to: (i) waive any and all conditions to the Offer; (ii) extend or terminate the Offer; (iii) increase or decrease the Maximum Tender Amount and/or the Acceptance Sublimit; or (iv) otherwise amend the Offer in any respect. J.P. Morgan Securities LLC and Barclays Capital Inc. are acting as dealer managers for the Offer (the ” Dealer Managers “). The information agent and tender agent (the ” Information and Tender Agent “) for the Offer is D.F. King & Co., Inc. Copies of the Offer to Purchase and related offering materials are available by contacting the Information and Tender Agent at +1 (866) 829-0541 (toll-free) or +1 (212) 269-5550 (collect) or email [email protected] Questions regarding the Offer should be directed to J.P. Morgan Securities LLC, Liability Management Group, at +1 (866) 834-4666 (toll-free) or +1 (212) 834-8553 (collect) or London +44 207 134 2468, or to Barclays Capital Inc., Liability Management Group, at +1 (212) 528-7581 (collect) or +1 (800) 438-3242 (toll-free). This announcement shall not constitute an offer to purchase or sell or a solicitation to buy or sell any securities. The Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. About the Roche Group The Company is the parent company of the Offeror and Genentech. The Company and its consolidated subsidiaries, including the Offeror and Genentech, are referred to hereinafter as the ” Roche Group .” Founded in 1896 in Basel, Switzerland , the Company is the parent company of an international research-focused healthcare group which is active in over 150 countries and employs more than 94,400 people worldwide. The Roche Group’s products and services address the prevention, diagnosis, treatment and monitoring of diseases. Forward-Looking Statements Certain statements contained in this announcement are forward-looking statements concerning the business, results of operations and financial condition of the Offeror, the Company or the Roche Group. Forward-looking statements are not guarantees of future performance, and the Offeror’s and the Roche Group’s actual results or other developments may differ materially from the expectations expressed in the forward-looking statements. As for forward-looking statements that relate to future financial performance and other projections, actual results will be different due to the inherent uncertainty of estimates, forecasts and projections. Because of these uncertainties, prospective investors should not rely on these forward-looking statements. Neither the Offeror nor the Company undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, other than as may be required by law. For further information, please contact Investor Relations at [email protected] or +41 61 688 8880. DISCLAIMER This announcement must be read in conjunction with the Offer to Purchase . This announcement and the Offer to Purchase contain important information which must be read carefully before any decision is made with respect to the Offer. If any holder of Securities is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offer. None of the Offeror, Genentech, the Company, the Dealer Managers, the Information and Tender Agent and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether holders of Securities should participate in the Offer. OFFER AND DISTRIBUTION RESTRICTIONS This announcement and the Offer to Purchase does not constitute an offer or an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or invitation or for there to be such participation under applicable laws. The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Offer to Purchase comes are required by each of the Offeror, the Dealer Managers and the Information and Tender Agent to inform themselves about and to observe any such restrictions. United Kingdom The communication of the Offer to Purchase and any other documents or materials relating to the Offer is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the ” FSMA “). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom . The communication of such documents and/or materials as a financial promotion is only being made to persons outside the United Kingdom or to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Promotion Order) or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order. Belgium None of this announcement, the Offer to Purchase or any other documents or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority ( Autorité des services et marchés financiers / Autoriteit voor financiële diensten en markten ) and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of April 1, 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Offer may not be advertised and the Offer will not be extended, and neither this announcement, the Offer to Purchase nor any other documents or materials relating to the Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than “qualified investors” in the sense of Article 10 of the Belgian Law of June 16, 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. This announcement and the Offer to Purchase have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer. Accordingly, the information contained in this announcement and the Offer to Purchase may not be used for any other purpose or disclosed to any other person in Belgium . France The Offer is not being made, directly or indirectly, to the public in France . Neither this announcement, the Offer to Purchase nor any other documents or offering materials relating to the Offer, has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties ( personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers ) and/or (ii) qualified investors ( investisseurs qualifiés ) acting for their own account, other than individuals, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier , are eligible to participate in the Offer. The Offer to Purchase has not been submitted to the clearance procedures ( visa ) of the Autorité des marchés financiers . Italy None of the Offer, this announcement, the Offer to Purchase or any other documents or materials relating to the Offer has been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (” CONSOB “) pursuant to applicable Italian laws and regulations. The Offer is being carried out in the Republic of Italy (” Italy “) as an exempted offer pursuant to article 101-bis, paragraph 3-bis of Legislative Decree No. 58 of February 24, 1998 , as amended (the ” Financial Services Act “) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999 , as amended. Holders or beneficial owners of the Securities located in Italy can tender the Securities for purchase in the Offer through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of February 15, 2018 , as amended from time to time, and Legislative Decree No. 385 of September 1, 1993 , as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Securities or the Offer. Switzerland None of the Offer to Purchase , this announcement or any other offering or marketing material relating to the Securities constitutes a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Code of Obligations, or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange or any other regulated trading facility in Switzerland or a simplified prospectus or a prospectus as such term is defined in the Swiss Collective Investment Scheme Act, and none of this announcement, the Offer to Purchase nor any other offering or marketing material relating to the Securities may be publicly distributed or otherwise made publicly available in Switzerland . Canada The materials relating to the Offer, including this announcement and the Offer to Purchase , do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. Any offer or solicitation in Canada must be made through a dealer that is appropriately registered under the laws of the applicable province or territory of Canada , or pursuant to an exemption from that requirement. If an affiliate of any Dealer Manager is an appropriately registered dealer in a province or territory of Canada permitted to make the Offer in such jurisdiction, the Offer in such jurisdiction shall be deemed to be made by such affiliate on behalf of the Offeror. General The Offer does not constitute an offer to buy or the solicitation of an offer to sell Securities in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities or other laws require the Offer to be made by a licensed broker or dealer and the Dealer Managers or, where the context so requires, any of their respective affiliates, is such a licensed broker or dealer in that jurisdiction, the Offer shall be deemed to be made on behalf of the Offeror by such Dealer Manager or affiliate (as the case may be) in such jurisdiction. Each Holder participating in the Offer will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in “The Terms of the Offer—Procedure for Tendering Securities—Representations, Warranties and Undertakings.” Any tender of Securities for purchase pursuant to the Offer from a Holder that is unable to make these representations may be rejected. Each of the Offeror, the Dealer Managers and the Information and Tender Agent reserves the right, in their absolute discretion, to investigate, in relation to any tender of Securities for purchase pursuant to the Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender may be rejected. View original content:http://www.prnewswire.com/news-releases/roche-holdings-inc-announces-pricing-of-its-debt-tender-offer-and-increase-to-the-maximum-tender-amount-300969398.html SOURCE Roche Holdings, Inc. Eintrag hinzufügen Eintrag bearbeiten Hinweis: Sie möchten dieses Wertpapier günstig handeln? Sparen Sie sich unnötige Gebühren! Bei finanzen.net Brokerage handeln Sie Ihre Wertpapiere für nur 5 Euro Orderprovision * pro Trade? Hier informieren! Erfolgreich hinzugefügt!. Zu Portfolio/Watchlist wechseln . Es ist ein Fehler aufgetreten! 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Innovation and Sustainable Development – myassignmenthelp.com

Question: Discuss about theInnovation and Sustainable Development forCost Structure. Answer: Business model is quite confusing topic and often confused with the business strategy. Druckers definition was basically accumulation of some assumptions on what a business will and will not achieve in course of time and how they will achieve is closely related to the definition proposed by Michael Porter for the business strategy. Business model is considered to be the structure of a business. It is the structural framework that defines the plan and the procedure of making money (Ovans, 2015). In other words, it is the revenue generating model that can include various components of business organization such as product and service promotion, selling and many more. Discussion will be carried forward with highlighting different definitions of business model proposed by different scholars. The next part of the essay will be focusing on the explanation of e-business archetype, business model as an activity and business model ass cost revenue architecture and an explanation is given on t he their use as analytical and problem solving tools. The idea of business context is clarified in the final part of the essay drawing an example to support it. The concept of business model can be identified by various fields of application that are promising in business. The purpose of a business model is to identify the significant components of a business and focus o the process of revenue generation using them. This includes identification of profit potential, estimation of cost structure, identification of target market, value proposition of the company, prepare the structure of the value chain and choosing proper technology and feature. These are the vital factors of a business model which ensures the success of a business organization. It also looks into the customers demand and works towards the satisfaction of the need (Wirtz et al., 2016; Mishra Zachary, 2014). Business models that are used in various fields can be explained by seven high level abstractions. They are summed up under e-business archetypes. These are categorized under primary and secondary archetypes. Product, Trade and service archetypes are included in the primary archetype, whereas, marketplace, brokerage, subscription and ecosystem are identified as secondary archetypes. Development of a tangible artifact that are produced and sold on one-time base is looked after the product archetype. When discussing about the online market, is usually refers to the plug-in software for major platforms or the content products. Trade is another primary archetype that focuses on the connection between sellers and buyers. The company can generate revenue when the product is sold for a greater price than buying. Service is the last puzzle of primary archetype which is responsible for providing intangible solutions for both client and customers in the areas where commoditized products are in sufficient. This field often comprised of maintenance, customization or integration of popular platform solution. It is used by the companies that are related to service providing (Fielt, 2013). The first secondary archetype is the marketplace that is a combination of trade and product. It facilitates in bringing the seller and buyer together. By products, it refers to either physical shopping mall or the online portal like Amazon. Either services or tangible products are available in the marketplace. Brokerage is the second one which is a combination of trade and services done by the company on behalf of the clients. It is the service sector such as advertising or similar that helps the trading companies in online traffic sourcing. Subscription is a popular mixture of products and services. It is basically the service providing companies which offer software or content as service. It solves the problem of one time bulk investment for a product. Last but not the least; ecosystem is a combination of all the three primary archetypes. Success in a single primary archetype opens up opportunity for the company to evolve in the second one. Example can be sighted for the product cr eators whose success in the particular field leads them to provide services to the customers. The most common example that can be sighted in the scenario is the software industries like Microsoft, who follows this ecosystem archetype (Plenter et al., 2017). Activity system on the other hand facilitates the organizations to concert with their stakeholders and the partners. According to Zott, Amit and Massa (2011), it helps the business to create their value. The empirical and theoretical research states that, two possible sets of parameters are needed to be considered by the activity system designers at all time that are the elements which explain the architecture of an activity system and the theme that narrates the sources of the activity systems value creation. The authors view this model as the helping hand in analyzing any businesss code of conduct and explain how the factors are connected product markets. This model has the capability to address the important issues that are faced by the business management, engage in insightful dialogue and creative design and to provide a conceptual toolbox in addressing the problems (Zott, Amit Massa, 2011; Schwarz, Terrenghi Legner, 2017). The last one is the Business revenue architecture that facilitates in revenue generation of a company. Revenue architecture is directly linked with the business model in the grounds of marketing and sales. It is used for managing the technology department of a business. Different business organizations use this to align their marketing and sales value chain and drive revenue performance. Multi-affiliated revenue model brings together different technology, strategy, design and media and use them to face current market challenges. Buyers are considered to be the most effective challenge as they are now accustomed with the web and expect unified experience across challenge (DaSilva Trkman, 2014). The Business Context comes into action when it requires identifying various problems in the organizational settings and suggests the way to achieve betterment of the business. It is interested in the areas of a business where development is required or the modification can do well for the business. It enables the researcher to identify different aspect other than problems that are organization chart, relationship map, current state, future state and many more. They use different diagrams for the process of identification (Saidani, Rolland Nurcan, 2015). It ultimately facilitates in change of the business. The example of the company that is drawn to support the notion of change is Amazon who recently faced a change in value chain. They recently modified their supply chain. It is a U.S based company that operates in sell and supply of tangible goods to the customers. There was a change in Amazons partnership with their air freighter. It was due to the gap in view point of the company and its air freighters. The views of their partners like Fedex, UPS varied in delivery rhythms, shipping rates and volumes from Amazon. Due the above mentioned reason, Amazon has now collaborated with Atlas Air. Three types of relationships can be identified that supplements their collaboration. Firstly, Amazon took the planes from Atlas as lease, which makes Atlas the supplier and Amazon the customer. Amazon could have purchased some twenty planes in order to fully own the air freighter department which would have facilitated to fully control the transaction. But as they dont have the knowledge in the fiel d, it would have been foolishness for the manager to take such risk. This was a challenge the manager had to go through. Secondly, both the companies are willing to enter the opponent partners company. Lastly, Amazon has a scope of invest in Atlas and establish itself as a part of logistics market. All these benefits Amazon on the ground of gaining control over the supplier service and better serve their prime customers in fulfillment process (amazon.in, 2017). This modification results into change the value chain of the company which now better serve their vision. As they now gained access in Atlas, they can increase the number of the air freighter, which is the key to increase Amazons speed to deliver products to the customers. Moreover, Amazon owns a large number of shares of Atlas which gained them access to the core committee of the company which in some sense means they have their own air freighters. This results into more delivery of products in a single flight which reduces the budget of the company. This modification brought change in business model as they just modified themselves from marketplace to the ecosystem archetype which is discussed earlier. A conclusion can be drawn over the topic and it can be stated that different business needs different business model for it to work properly. There are seven e-business archetypes that can supplement different e-business into action. A brief discussion has been given on the theories and its use in analyzing different models. Last part of the essay discusses about the change in Amazons value change. It is also related with the previously mention archetype models. Brief idea has been provided on the companys current value chain and its impact on the business model is also stated. References amazon.in. (2017). Atlas collaboration. Retrieved 22 August 2017, from https://www.amazon.in/Collisions-Collaboration-Organization-Learning-Experiment/dp/0199567921 DaSilva, C. M., Trkman, P. (2014). Business model: what it is and what it is not.Long range planning,47(6), 379-389. Fielt, E. (2013). Conceptualising business models: Definitions, frameworks and classifications.Journal of Business Models,1(1), 85. Mishra, C. S., Zachary, R. K. (2014). Business Model Theory. InThe Theory of Entrepreneurship(pp. 227-250). Palgrave Macmillan US. Ovans, A. (2015). What is a business model.Retrieved July,5, 2016. Plenter, F., Fielt, E., Hoffen, M., Chasin, F. Rosemann, M., (2017). Repainting the business model canvas for peer-to-peer sharing and collaborative consumption. Saidani, O., Rolland, C. Nurcan, S., (2015), January. Towards a generic context model for BPM. InSystem Sciences (HICSS), 2015 48th Hawaii International Conference on(pp. 4120-4129). IEEE. Schwarz, J., Terrenghi, N., Legner, C. (2017). Towards comparable business model concepts: resource description framework (RDF) schemas for semantic business model representations. InDesigning the Digital Transformation: DESRIST 2017 Research in Progress Proceedings of the 12th International Conference on Design Science Research in Information Systems and Technology. Karlsruhe, Germany. 30 May-1 Jun.. Karlsruher Institut fr Technologie (KIT). Wirtz, B.W., Pistoia, A., Ullrich, S. and Gttel, V., (2016). Business models: Origin, development and future research perspectives.Long Range Planning,49(1), pp.36-54. Zott, C., Amit, R. Massa, L., (2011). The business model: recent developments and future research.Journal of management,37(4), pp.1019-1042.

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