Press Release : Roche purchases shares in tender offer for GenMark Diagnostics, Inc.

 
   Basel, 22 April 2021 - Roche (SIX: RO, ROG; OTCQX: RHHBY) and GenMark 
Diagnostics, Inc. today announced that Roche's wholly owned subsidiary 
Geronimo Acquisition Corp. has accepted for payment all shares validly 
tendered and not validly withdrawn pursuant to its tender offer for all 
outstanding shares of common stock of GenMark Diagnostics, Inc. (NASDAQ: 
GNMK) at a price of USD 24.05 per share in cash. The tender offer 
expired at 12:00 midnight, Eastern Time, at the end of the day on 21 
April 2021 and was not extended. 
 
   Roche has been advised by Citibank, N.A., the depositary for the tender 
offer, that a total of approximately 61,201,761 shares of GenMark'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common stock were validly tendered and not validly withdrawn in the 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 "received"), which represent 
approximately 82.89% of the total number of shares of GenMark's common 
stock outstanding. 
 
   Later today, Roche intends to complete the acquisition of GenMark 
through a merger of Geronimo Acquisition Corp. with and into GenMark 
without a vote or meeting of GenMark's stockholders. In the merger, all 
shares of GenMark not owned by GenMark, Roche or Roche's wholly owned 
subsidiaries (other than shares as to which appraisal rights have been 
validly exercised under Delaware law) will be converted into the right 
to receive the same cash consideration per share, less any applicable 
withholding taxes, as was paid in the tender offer. Following completion 
of the merger, GenMark will become a wholly owned subsidiary of Roche, 
and GenMark's shares will cease to be traded on the NASDAQ Stock Market. 
 
   "We are excited about this important milestone, as this acquisition will 
support our long-lasting commitment to help control antibiotic 
resistance and infectious diseases, which are a leading cause of death 
globally," said Thomas Schinecker, CEO Roche Diagnostics. "The addition 
of GenMark Diagnostics' proprietary multiplex technology, which is 
designed to detect multiple pathogens from a single patient sample, will 
broaden our best-in-class molecular diagnostics portfolio to help make 
lifesaving information available to healthcare providers quickly to 
improve patient outcomes." 
 
   About GenMark Diagnostics 
 
   GenMark Diagnostics is a leading provider of multiplex molecular 
diagnostic solutions designed to enhance patient care, improve key 
quality metrics and reduce the total cost-of-care. Utilizing GenMark's 
proprietary eSensor(R) detection technology, GenMark's eSensor XT-8(R) 
and ePlex(R) systems are designed to support a broad range of molecular 
diagnostic sample-to-answer tests with compact, easy-to-use workstations 
and self-contained, disposable test cartridges. GenMark's ePlex: The 
True Sample-to-Answer Solution(TM) is designed to optimize laboratory 
efficiency and address a broad range of infectious disease testing needs, 
including respiratory, bloodstream and gastrointestinal infections. 
 
   About Roche 
 
   Roche is a global pioneer in pharmaceuticals and diagnostics focused on 
advancing science to improve people's lives. The combined strengths of 
pharmaceuticals and diagnostics under one roof have made Roche the 
leader in personalised healthcare -- a strategy that aims to fit the 
right treatment to each patient in the best way possible. 
 
   Roche is the world's largest biotech company, with truly differentiated 
medicines in oncology, immunology, infectious diseases, ophthalmology 
and diseases of the central nervous system. Roche is also the world 
leader in in vitro diagnostics and tissue-based cancer diagnostics, and 
a frontrunner in diabetes management. 
 
   Founded in 1896, Roche continues to search for better ways to prevent, 
diagnose and treat diseases and make a sustainable contribution to 
society. The company also aims to improve patient access to medical 
innovations by working with all relevant stakeholders. More than thirty 
medicines developed by Roche are included in the World Health 
Organization Model Lists of Essential Medicines, among them life-saving 
antibiotics, antimalarials and cancer medicines. Moreover, for the 
twelfth consecutive year, Roche has been recognised as one of the most 
sustainable companies in the Pharmaceuticals Industry by the Dow Jones 
Sustainability Indices (DJSI). 
 
   The Roche Group, headquartered in Basel, Switzerland, is active in over 
100 countries and in 2020 employed more than 100,000 people worldwide. 
In 2020, Roche invested CHF 12.2 billion in R&D and posted sales of CHF 
58.3 billion. Genentech, in the United States, is a wholly owned member 
of the Roche Group. Roche is the majority shareholder in Chugai 
Pharmaceutical, Japan. For more information, please visit www.roche.com. 
 
   All trademarks used or mentioned in this release are protected by law. 
 
   CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 
 
   This announcement contains forward-looking statements about GenMark 
Diagnostics as that term is defined in Section 27A of the Securities Act 
of 1933 and Section 21E of the Securities Exchange Act of 1934. Some of 
the statements contained in this announcement are forward-looking 
statements, including statements regarding, among other things, the 
expected effects of the transaction, all of which involve a number of 
risks and uncertainties, including the possibility that the Merger will 
not be completed and other risks and uncertainties discussed in GenMark 
Diagnostics' public filings with the United States Securities and 
Exchange Commission (the "SEC"), including the "Risk Factors" section of 
GenMark Diagnostics' Annual Report on Form 10-K for the year ended 
December 31, 2020, as well as the Tender Offer Documents filed by Roche 
and its wholly owned subsidiary, Geronimo Acquisition Corp., and the 
Solicitation/Recommendation Statement filed by GenMark Diagnostics. 
These statements are based on current expectations, assumptions, 
estimates and projections, and involved known and unknown risks, 
uncertainties and other factors that may cause results, levels of 
activity, performance or achievements to be materially different from 
any future statements. These statements are generally identified by 
words or phrases such as "believe", "anticipate", "expect", "intend", 
"plan", "will", "may", "should", "estimate", "predict", "potential", 
"continue" or the negative of such terms or other similar expressions. 
If underlying assumptions prove inaccurate or unknown risks or 
uncertainties materialize, actual results and the timing of events may 
differ materially from the results and/or timing discussed in the 
forward-looking statements, and you should not place undue reliance on 
these statements. Roche, Geronimo Acquisition Corp. and GenMark 
Diagnostics disclaim any intent or obligation to update any 
forward-looking statements as a result of developments occurring after 
the period covered by this report or otherwise. 
 
   Roche Group Media Relations 
 
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Roche Investor Relations 
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April 22, 2021 01:00 ET (05:00 GMT)