This Amendment No. 13 (this “Amendment No. 13”) amends and
supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the “Schedule 14D-9”) filed by
Spark Therapeutics, Inc., a Delaware corporation (the “Company,” “Spark,” “we” or “us”), with the Securities and Exchange Commission (the “SEC”) on March 7,
2019.
The Schedule 14D-9 relates to the cash tender offer (the “Offer”) by 022019 Merger
Subsidiary, Inc., a Delaware corporation (“Merger Sub”), a wholly owned subsidiary of Roche Holdings, Inc., a Delaware corporation (“Roche Holdings”), to acquire all of the issued and outstanding shares of common
stock, par value $0.001 per share (the “Shares” and each, a “Share”), at a price per Share equal to $114.50, net to the seller of such Shares in cash, without interest, subject to any withholding of taxes required
by applicable law. The Offer is disclosed in the Tender Offer Statement on Schedule TO (together with any amendments or supplements thereto, the “Schedule TO”), filed by Roche Holdings and Merger Sub with the SEC on March 7,
2019, and is made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 7, 2019 (together with any amendments or supplements thereto, the “Offer to Purchase”), and in the related Letter of
Transmittal.
The information in the Schedule 14D-9, including all exhibits and annexes that were previously filed
with the Schedule 14D-9, is incorporated in this Amendment No. 13 by reference, except that such information is hereby amended or supplemented to the extent specifically provided herein. Capitalized terms
used herein and not defined shall have the meanings ascribed to them in the Schedule 14D-9 and page number references herein refer to the Schedule 14D-9.
Item 2. Identity and Background of Filing Persons; Item 8. Additional Information
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1.
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Item 2 of the Schedule 14D-9 is hereby amended and supplemented by
replacing the fourth paragraph in the section titled “Tender Offer and Merger” in its entirety with the following:
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“Merger Sub commenced (within the meaning of Rule 14d-2 promulgated under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”)) the Offer on March 7, 2019. The Offer was previously scheduled to expire at 5:00 p.m., New York City time, on December 10, 2019. On December 9, 2019, pursuant to the terms of the Merger
Agreement, Roche Holdings extended the expiration of the Offer. The expiration date of the Offer is extended to 5:00 p.m., New York City time, on December 16, 2019, subject to further extension in certain circumstances as required or permitted
by the Merger Agreement. On December 9, 2019, Roche Holdings issued a press release announcing the extension of the Offer. The full text of the press release is filed as Exhibit (a)(5)(V) to this Schedule
14D-9.”
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2.
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Items 2 and 8 of the Schedule 14D-9 are hereby amended and supplemented
by replacing all references to “5:00 p.m., New York City time, on December 10, 2019” with “5:00 p.m., New York City time, on December 16, 2019”.
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Item 9. Exhibits
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following Exhibits to the list of Exhibits:
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Exhibit
No.
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Description
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(a)(5)(V)
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Press Release issued by Roche Holdings, Inc. on December 9, 2019 (incorporated by reference to Exhibit (a)(5)(xxviii) to the Schedule TO).
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