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 6, 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)

Registrant’s 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))

 

 

 

Introductory Note

As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Foundation Medicine, Inc., a Delaware corporation (the “Company”), on January 12, 2015, the Company is party to a Transaction Agreement, dated as of January 11, 2015 (the “Transaction Agreement”), with Roche Holdings, Inc., a Delaware corporation (“Roche”). Pursuant to the Transaction Agreement, on February 2, 2015, Roche commenced a tender offer (the “Offer”) to purchase up to 15,604,288 shares of the Company’s common stock, par value $0.0001 per share (each a “Share”), representing, when added to the Shares already owned by Roche Holding Ltd (“Parent”), an indirect parent of Roche, and its subsidiaries and together with the Issuance Shares (as defined below), a majority of the outstanding Shares on a fully diluted basis, at a purchase price of $50.00 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 2, 2015, as subsequently amended or supplemented, and in the related Letter of Transmittal, as subsequently amended or supplemented, filed as Exhibit (a)(1)(i) and Exhibit (a)(1)(ii), respectively, to the Schedule TO originally filed by Roche with the SEC on February 2, 2015 (the “Schedule TO”).

Item 3.03 Material Modification to Rights of Security Holders

The information contained in Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 4.01 Changes in Registrant’s Certifying Accountant

 

(a) Resignation of independent registered public accounting firm

On April 6, 2015, Ernst & Young LLP (“Ernst & Young”) resigned as the Company’s independent registered public accounting firm, and Ernst & Young’s resignation was accepted and approved by the audit committee of the board of directors of the Company (the “Board”). Ernst & Young performs certain non-audit services for Roche and/or its affiliates, and, as such, has determined that it may cease to qualify as “independent” from the Company within the meaning of the federal securities laws and the rules and regulations thereunder following the Closing (as defined in the Transaction Agreement). Ernst & Young’s reports on the Company’s financial statements for the years ended December 31, 2014 and December 31, 2013 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. In addition, there were no disagreements between the Company and Ernst & Young on accounting principles, financial statements disclosures or audit scope, which, if not resolved to the satisfaction of Ernst & Young, would have caused them to make reference to the disagreement in their reports.

During the Company’s two most recent fiscal years ended December 31, 2013 and December 31, 2014 and through the date of this Current Report on Form 8-K, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Pursuant to Item 304(a)(3) of Regulation S-K, the Company has requested that Ernst & Young provide a letter to the SEC stating whether or not Ernst & Young agrees with the above statements. A copy of the letter, dated April 7, 2015, confirming Ernst & Young’s agreement with these statements is filed as Exhibit 16.1 to this Form 8-K.

 

(b) Appointment of new independent registered public accounting firm

The audit committee of the Board approved KPMG LLP (“KPMG”) as the Company’s new independent public accounting firm, subject to KPMG completing its standard client engagement procedures and accepting the engagement, to audit the Company’s consolidated financial statements for the fiscal year ended December 31, 2015. As of the date of this report, KPMG is in the process of its standard client engagement procedures and has not accepted the engagement. During the fiscal years ended December 31, 2013 and December 31, 2014, and through the date hereof, the Company did not consult with KPMG with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, or any other matters or reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.

Item 5.01 Change in Control of Registrant

The Offer expired at 12:00 midnight, New York City time, at the end of the day on Monday, April 6, 2015 (the “Expiration Date”), as scheduled and was not extended. All conditions to the Offer having been satisfied, on April 7, 2015, Roche accepted for payment 15,604,288 Shares validly tendered and not validly withdrawn pursuant to the Offer on or prior to the Expiration Date (the “Acceptance Time”), for aggregate consideration of $780.2 million. Following the Acceptance Time and pursuant to the Transaction Agreement, on April 7, 2015, Roche completed its primary investment in the Company of $250 million in cash to purchase 5 million newly issued Shares (the “Issuance Shares”) at a price of $50.00 per Share (the “Issuance” and together with the Offer, the

“Investment”). Immediately following the Closing, Roche owned approximately 61% of the outstanding Shares and approximately 57% of the outstanding Shares on a fully diluted basis. Roche indicated in the Schedule TO that it used general corporate funds and/or contributions or advancements by its parent corporation and controlled affiliates to purchase Shares in the Investment.

Notwithstanding the Investment, the Company will remain an independent public company with the same management team as before the Investment, with Roche having the right to designate a minority of the directors on the Board pursuant to the Investor Rights Agreement described below. The Company also will continue to be subject to reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Shares will continue to be listed for trading on the NASDAQ Global Select Market.

Also on April 7, 2015 and as a result of the Closing, each of (i) the Investor Rights Agreement, dated as of January 11, 2015, by and among the Company, Roche and certain existing stockholders of the Company (the “Investor Rights Agreement”), (ii) the Amendment to the Second Amended and Restated Investors’ Rights Agreement, dated as of January 11, 2015, by and among the Company and certain existing stockholders of the Company (the “Amendment to Existing IRA”), (iii) the Tax Sharing Agreement, dated as of January 11, 2015, by and between the Company and Roche (the “Tax Sharing Agreement”), (iv) the Collaboration Agreement, dated as of January 11, 2015, by and between F. Hoffmann-La Roche Ltd (“Roche Basel”), Hoffmann-La Roche Inc. and the Company, (v) the U.S. Education Collaboration Agreement, dated as of January 11, 2015, by and between Genentech, Inc. and the Company, (vi) the Ex-U.S. Commercialization Agreement, dated as of January 11, 2015, by and between Roche Basel and the Company, and (vii) the Binding Term Sheet for an In Vitro Diagnostics (IVD) Agreement, dated as of January 11, 2015, by and between Roche Basel and the Company (the agreements described in clauses (iv) through (vii), collectively, the “Collaboration Agreements”), became effective pursuant to the terms of the respective agreement. For further information regarding the Investor Rights Agreement, the Amendment to Existing IRA, the Tax Sharing Agreement, and the Collaboration Agreements, reference is made to the Current Report on Form 8-K filed by the Company with the SEC on January 12, 2015, and its subsequent filings with the SEC under the Exchange Act.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements to Certain Officers

In connection with the Closing, the size of the Board was increased to nine directors. The Board consists of three directors designated by Roche (including Daniel O’Day, Sandra J. Horning, M.D. and Michael D. Varney, Ph.D.) (the “Roche Designees”), and five of the existing directors of the Company (including Alexis Borisy (Chairman), Evan Jones, Michael J. Pellini, M.D., David Schenkein, M.D., and Krishna Yeshwant, M.D.), with one vacancy on the Board. Brook Byers resigned as a member of the Board and from all committees of the Board on which he served, effective as of the Closing. The vacancy on the Board will be filled following the Closing with an independent director to be agreed upon by the Company and Roche. The standing committees of the Board also were reconstituted as of the Closing as follows:

Audit Committee: Mr. Jones (Chairman), Dr. Schenkein and Dr. Yeshwant;

Compensation Committee: Mr. Borisy (Chairman), Mr. Jones and Dr. Yeshwant; and

Nominating and Corporate Governance Committee: Mr. Borisy (Chairman) and Dr. Yeshwant.

The Roche Designees will have observation rights with respect to the Board committees pursuant to the terms of the Investor Rights Agreement. For further information regarding the Board composition, reference is made to the Current Report on Form 8-K filed by the Company with the SEC on March 23, 2015.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

In connection with the completion of the Investment, the Company’s Certificate of Incorporation was amended and restated to provide for, among other things, the declassification of the Board and the waiver of the corporate opportunity doctrine with respect to Roche and its affiliates. The amendments to the Certificate of Incorporation were approved by the Company’s stockholders at a special meeting of stockholders held on April 2, 2015. A copy of the Seventh Amended and Restated Certificate of Incorporation of the Company is filed as Exhibit 3.1 hereto and is incorporated by reference into this Item 5.03.

Item 7.01. Regulation FD Disclosure

On April 7, 2015, the Company issued a press release relating to the Investment. 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 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.

 

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Item 9.01. Financial Statements and Exhibits.

 

Exhibit
No.

  

Description

  3.1    Seventh Amended and Restated Certificate of Incorporation of Foundation Medicine, Inc.
16.1    Letter from Ernst & Young LLP dated April 7, 2015.
99.1    Press Release issued by Foundation Medicine, Inc. on April 7, 2015.

 

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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 7, 2015 Foundation Medicine, Inc.
By:

/s/ Robert W. Hesslein

Robert W. Hesslein
Senior Vice President, General Counsel and Secretary

Exhibit 3.1

SEVENTH AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

FOUNDATION MEDICINE, INC.

Foundation Medicine, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

1. The name of the Corporation is Foundation Medicine, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was November 12, 2009 (the “Original Certificate”). The name under which the Corporation filed the Original Certificate was Foundation Genomics, Inc.

2. This Seventh Amended and Restated Certificate of Incorporation (this “Certificate”) only restates and integrates and does not further amend the provisions of the Sixth Amended and Restated Certificate of Incorporation of the Corporation as heretofore amended or supplemented, there being no discrepancies between those provisions and the provisions of this Seventh Amended and Restated Certificate of Incorporation. This Seventh Amended and Restated Certificate of Incorporation has been duly adopted by the Corporation’s Board of Directors in accordance with Section 245 of the Delaware General Corporation Law (the “DGCL”).

ARTICLE I

The name of the Corporation is Foundation Medicine, Inc.

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street in the City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

ARTICLE IV

CAPITAL STOCK

The total number of shares of capital stock which the Corporation shall have authority to issue is one hundred fifty-five million (155,000,000), of which (i) one hundred fifty million (150,000,000) shares shall be a class designated as common stock, par value $0.0001 per share (the “Common Stock”), and (ii) five million (5,000,000) shares shall be a class designated as undesignated preferred stock, par value $0.0001 per share (the “Undesignated Preferred Stock”).

Except as otherwise provided in any certificate of designations of any series of Undesignated Preferred Stock, the number of authorized shares of the class of Common Stock or Undesignated Preferred Stock may from time to time be increased or decreased (but not below the number of shares of such class outstanding) by the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital stock of the Corporation irrespective of the provisions of Section 242(b)(2) of the DGCL.

The powers, preferences and rights of, and the qualifications, limitations and restrictions upon, each class or series of stock shall be determined in accordance with, or as set forth below in, this Article IV.

A. COMMON STOCK

Subject to all the rights, powers and preferences of the Undesignated Preferred Stock and except as provided by law or in this Certificate (or in any certificate of designations of any series of Undesignated Preferred Stock):

(a) the holders of the Common Stock shall have the exclusive right to vote for the election of directors of the Corporation (the “Directors”) and on all other matters requiring stockholder action, each outstanding share entitling the holder thereof to one vote on each matter properly submitted to the stockholders of the Corporation for their vote; provided , however , that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate (or on any amendment to a certificate of designations of any series of Undesignated Preferred Stock) that alters or changes the powers, preferences, rights or other terms of one or more outstanding series of Undesignated Preferred Stock if the holders of such affected series of Undesignated Preferred Stock are entitled to vote, either separately or together with the holders of one or more other such series, on such amendment pursuant to this Certificate (or pursuant to a certificate of designations of any series of Undesignated Preferred Stock) or pursuant to the DGCL;

(b) dividends may be declared and paid or set apart for payment upon the Common Stock out of any assets or funds of the Corporation legally available for the payment of dividends, but only when and as declared by the Board of Directors or any authorized committee thereof; and

(c) upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the net assets of the Corporation shall be distributed pro rata to the holders of the Common Stock.

 

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B. UNDESIGNATED PREFERRED STOCK

The Board of Directors or any authorized committee thereof is expressly authorized, to the fullest extent permitted by law, to provide by resolution or resolutions for, out of the unissued shares of Undesignated Preferred Stock, the issuance of the shares of Undesignated Preferred Stock in one or more series of such stock, and by filing a certificate of designations pursuant to applicable law of the State of Delaware, to establish or change from time to time the number of shares of each such series, and to fix the designations, powers, including voting powers, full or limited, or no voting powers, preferences and the relative, participating, optional or other special rights of the shares of each series and any qualifications, limitations and restrictions thereof.

ARTICLE V

STOCKHOLDER ACTION

1. Action without Meeting . Any action required or permitted to be taken by the stockholders of the Corporation at any annual or special meeting of stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders and may not be taken or effected by a written consent of stockholders in lieu thereof.

2. Special Meetings . Except as otherwise required by statute and subject to the rights, if any, of the holders of any series of Undesignated Preferred Stock, special meetings of the stockholders of the Corporation may be called only by the Board of Directors acting pursuant to a resolution approved by the affirmative vote of a majority of the Directors then in office, and special meetings of stockholders may not be called by any other person or persons. Only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders of the Corporation.

ARTICLE VI

DIRECTORS

1. General . The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors except as otherwise provided herein or required by law.

2. Election of Directors . Election of Directors need not be by written ballot unless the By-laws of the Corporation (the “By-laws”) shall so provide.

3. Number of Directors; Term of Office; Other Matters . The number of Directors of the Corporation shall be fixed solely and exclusively by resolution duly adopted from time to time by the Board of Directors. Directors shall be elected at each annual meeting of stockholders of the Corporation to a term expiring at the next annual meeting of stockholders of the Corporation. Directors shall hold office until their successors are duly elected and qualified or until their earlier resignation, death or removal.

 

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Notwithstanding the foregoing, whenever, pursuant to the provisions of Article IV of this Certificate, the holders of any one or more series of Undesignated Preferred Stock shall have the right, voting separately as a series or together with holders of other such series, to elect Directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Certificate and any certificate of designations applicable to such series.

4. Vacancies . Subject to the rights, if any, of the holders of any series of Undesignated Preferred Stock to elect Directors and to fill vacancies in the Board of Directors relating thereto, any and all vacancies in the Board of Directors, however occurring, including, without limitation, by reason of an increase in the size of the Board of Directors, or the death, resignation, disqualification or removal of a Director, shall be filled solely and exclusively by the affirmative vote of a majority of the remaining Directors then in office, even if less than a quorum of the Board of Directors, and not by the stockholders; provided that, for so long as the Investor Rights Agreement between the Corporation and Roche Holdings, Inc., dated as of January 11, 2015 (as the same may be amended and/or restated from time to time, the “ Investor Rights Agreement ”), is in effect, unless an express waiver is granted by Roche Holdings, Inc. thereunder, any vacancies or newly created directorships shall not be filled in contravention of the Investor Rights Agreement. Any Director appointed in accordance with the preceding sentence shall serve for a term expiring at the next annual meeting of stockholders following such appointment, and until such Director’s successor shall have been duly elected and qualified or until his or her earlier resignation, death or removal. No decrease in the number of Directors shall shorten the term of any incumbent Director. In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, shall exercise the powers of the full Board of Directors until the vacancy is filled.

5. Removal . Subject to the rights, if any, of any series of Undesignated Preferred Stock to elect Directors and to remove any Director whom the holders of any such series have the right to elect, any Director (including persons elected by Directors to fill vacancies in the Board of Directors) may be removed from office, with or without cause, only by the affirmative vote of the holders of 75% or more of the voting power of the outstanding shares of capital stock entitled to vote thereon.

ARTICLE VII

LIMITATION OF LIABILITY

A Director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except for liability (a) for any breach of the Director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL or (d) for any transaction from which the Director derived an improper personal benefit. If the DGCL is amended after the effective date of this Certificate to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of a Director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

 

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Any amendment, repeal or modification of this Article VII by either of (i) the stockholders of the Corporation or (ii) an amendment to the DGCL, shall not adversely affect any right or protection existing at the time of such amendment, repeal or modification with respect to any acts or omissions occurring before such amendment, repeal or modification of a person serving as a Director at the time of such amendment, repeal or modification.

ARTICLE VIII

EXCLUSIVE JURISDICTION OF DELAWARE COURTS

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or the Corporation’s Certificate of Incorporation or By-laws, or (iv) any action asserting a claim against the Corporation governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article VIII.

ARTICLE IX

AMENDMENT OF BY-LAWS

1. Amendment by Directors . Except as otherwise provided by law, the By-laws of the Corporation may be amended or repealed by the Board of Directors by the affirmative vote of a majority of the Directors then in office.

2. Amendment by Stockholders . The By-laws of the Corporation may be amended or repealed at any annual meeting of stockholders, or special meeting of stockholders called for such purpose, by the affirmative vote of at least 75% of the outstanding shares of capital stock entitled to vote on such amendment or repeal, voting together as a single class; provided , however , that if the Board of Directors recommends that stockholders approve such amendment or repeal at such meeting of stockholders, such amendment or repeal shall only require the affirmative vote of the majority of the outstanding shares of capital stock entitled to vote on such amendment or repeal, voting together as a single class.

 

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ARTICLE X

AMENDMENT OF CERTIFICATE OF INCORPORATION

The Corporation reserves the right to amend or repeal this Certificate in the manner now or hereafter prescribed by statute and this Certificate, and all rights conferred upon stockholders herein are granted subject to this reservation. Whenever any vote of the holders of capital stock of the Corporation is required to amend or repeal any provision of this Certificate, and in addition to any other vote of holders of capital stock that is required by this Certificate or by law, such amendment or repeal shall require the affirmative vote of the majority of the outstanding shares of capital stock entitled to vote on such amendment or repeal, and the affirmative vote of the majority of the outstanding shares of each class entitled to vote thereon as a class, at a duly constituted meeting of stockholders called expressly for such purpose; provided , however , that the affirmative vote of not less than 75% of the outstanding shares of capital stock entitled to vote on such amendment or repeal, and the affirmative vote of not less than 75% of the outstanding shares of each class entitled to vote thereon as a class, shall be required to amend or repeal any provision of Article V, Article VI, Article VII, Article VIII, Article IX or Article X of this Certificate.

ARTICLE XI

CORPORATE OPPORTUNITIES

Without limiting the Corporation’s rights or obligations under any contract or agreement, the Corporation renounces, to the fullest extent permitted by law, any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any Excluded Opportunity. An “ Excluded Opportunity ” is any potential transaction or matter that may be an opportunity for the Corporation that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of (i) Roche Holdings, Inc. or (ii) any of its Affiliates (each a “ Covered Person ” and collectively, “ Covered Persons ”), unless such potential transaction or matter is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a Director. An “ Affiliate ” is, with respect to Roche Holdings, Inc., any other person directly or indirectly controlling, controlled by or under common control with such person, which shall include any Director (including in such person’s capacity as an observer on any committee of the Board of Directors) who has been designated by Roche Holdings, Inc., but shall not include either (i) Chugai Pharmaceutical Co., Ltd. or any of its subsidiaries (unless Roche Holdings, Inc. elects, in a written notice delivered to the Corporation, to have any such entity considered an Affiliate of Roche Holdings, Inc.), or (ii) the Corporation or any of its subsidiaries.

[End of Text]

 

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In witness whereof, the undersigned has caused this Seventh Amended and Restated Certificate of Incorporation to be executed by its duly authorized officer on this 7th day of April, 2015.

 

FOUNDATION MEDICINE, INC.
By:

/s/ Michael J. Pellini

Name: Michael J. Pellini, M.D.
Title: President & Chief Executive Officer

Exhibit 16.1

April 7, 2015

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Ladies and Gentlemen:

We have read Item 4.01 of Form 8-K dated April 7, 2015, of Foundation Medicine, Inc. and are in agreement with the statements contained in paragraphs one, two, and three of Item 4.01(a) therein. We have no basis to agree or disagree with other statements of the registrant contained therein.

/s/ Ernst & Young LLP

Exhibit 99.1

 

LOGO NEWS RELEASE            

Foundation Medicine and Roche Complete Strategic Transaction to Advance

Molecular Information and Precision Medicine in Oncology

—Transaction Closing Results in $250M in Gross Proceeds for Foundation Medicine and Commences R&D and Commercial Agreements with Roche—

—Roche Gains Minority Board Representation and Becomes Majority Shareholder in Foundation Medicine—

CAMBRIDGE, Mass. –April 7, 2015 – Foundation Medicine, Inc. (NASDAQ:FMI) today announced the closing of its strategic transaction with Roche. This transaction included the purchase by Roche of approximately 15.6 million shares of common stock by means of a tender offer from Foundation Medicine stockholders at a price of $50 per share. Concurrently, Roche also purchased an additional 5 million newly issued shares directly from the company at the same price per share for gross proceeds to Foundation Medicine of $250 million. As a result of these two related transactions, Roche is a majority shareholder in Foundation Medicine. Foundation Medicine will maintain its operational independence with Roche having minority representation on Foundation Medicine’s Board of Directors.

As part of the closing, the previously announced research and development and commercial collaborations between the parties became effective. Pursuant to these collaborations, Foundation Medicine and Roche will partner on multiple programs to develop products and services, to distribute Foundation Medicine products and services outside the United States, and to increase awareness of comprehensive genomic profiling in the United States.

“Molecular information is playing an ever-increasing role in the treatment and management of cancer,” said Daniel O’Day, chief operating officer, Roche Pharmaceuticals Division. “We believe that Roche, in collaboration with Foundation Medicine, has a unique opportunity to optimize the development of and access to novel treatment options for cancer patients and to advance personalized healthcare in oncology.”

The strategic collaboration includes a broad R&D collaboration with the potential for more than $150 million in funding by Roche to accelerate Foundation Medicine’s product development initiatives and to support enhanced and expanded clinical trial activities based on molecular information. The collaboration also expands commercialization efforts outside the United States through the distribution by Roche of Foundation Medicine’s current and future co-developed products under the Foundation Medicine brand. Additionally, in the U.S., Roche will support Foundation Medicine by engaging its medical education team in providing non-branded information about comprehensive genomic profiling to pathologists.

“Today marks an important milestone in the ongoing growth of Foundation Medicine as we continue our efforts to build our company, create value for shareholders, and, importantly, improve the outlook for those impacted by cancer,” said Michael Pellini, M.D., chief executive officer and director, Foundation Medicine. “With this transaction closed and our balance sheet strengthened, we’re eager to begin working with Roche to advance research and innovation, accelerate new product development and expand our commercialization efforts, all with the common goal of driving a transformation in cancer care.”

Dr. Pellini will continue to lead the Company, along with Foundation Medicine’s current management team. In conjunction with the closing of the transaction and as previously announced, Foundation Medicine’s newly constituted board of directors now includes Daniel O’Day, Roche Pharmaceuticals Division, chief operating officer and member of the Roche corporate executive committee, Sandra J. Horning, M.D., global head, product development and chief medical officer for Roche/Genentech, and Michael D. Varney, Ph.D., head, Genentech Research and Early Development. These new directors join continuing Foundation Medicine directors Dr. Pellini, Alexis Borisy, Evan Jones, David Schenkein, M.D., and Krishna Yeshwant, M.D. Mr. Borisy will continue as the chairman of the board of directors.

About Foundation Medicine

Foundation Medicine (NASDAQ:FMI) is a molecular information company dedicated to a transformation in cancer care in which treatment is informed by a deep understanding of the genomic changes that contribute to each patient’s unique cancer. The company’s clinical assays, FoundationOne® for solid tumors and FoundationOne® Heme for hematologic malignancies and sarcomas, provide a comprehensive genomic profile to identify the molecular alterations in a patient’s cancer and match them with relevant targeted therapies and clinical trials. Foundation Medicine’s molecular information platform aims to improve day-to-day care for patients by serving the needs of clinicians, academic researchers and drug developers to help advance the science of molecular medicine in cancer. For more information, please visit http://www.FoundationMedicine.com or follow Foundation Medicine on Twitter (@FoundationATCG).

Foundation Medicine ® and FoundationOne ® are registered trademarks of Foundation Medicine, Inc.

Cautionary Note Regarding Forward-Looking Statements for Foundation Medicine

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the operational independence of Foundation Medicine, the ability of research and development and commercial collaborations between Foundation Medicine and Roche to achieve certain goals, and the amount of funding that may be received by Foundation Medicine from Roche in support of product and service development activities. All such forward-looking statements are based on management’s current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties include uncertainties as to the performance of the collaboration between Foundation Medicine and Roche; and the risks described under the caption “Risk Factors” in Foundation Medicine’s Annual Report on Form 10-K for the year ended December 31, 2014, which is on file with the Securities and Exchange Commission, as well as other risks detailed in subsequent filings with

the Securities and Exchange Commission. All information in this press release is as of the date of the release, and Foundation Medicine undertakes no duty to update this information unless required by law.

Media Contact:

Dan Budwick, Pure Communications, Inc.

973-271-6085

dan@purecommunicationsinc.com

Investor Contact:

Susan Hager

508-298-9041

shager@foundationmedicine.com

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