SC TO-C

As filed with the Securities and Exchange Commission on December 22, 2017

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

 

 

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

 

 

Ignyta, Inc.

(Name of Subject Company (Issuer))

Abingdon Acquisition Corp.

(Offeror)

A wholly owned subsidiary of

Roche Holdings, Inc.

(Parent of Offeror)

 

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

451731103

(CUSIP Number of Class of Securities)

Bruce Resnik

Roche Holdings, Inc.

1 DNA Way, MS #24,

South San Francisco, CA 94080

Telephone: (650) 225-1000

(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Sharon R. Flanagan

Jennifer F. Fitchen

Sidley Austin LLP

555 California Street, Suite 2000

San Francisco, California 94104

Telephone: (415) 772-1200

 

 

CALCULATION OF FILING FEE

 

Transaction Valuation*    Amount of Filing Fee
N/A    N/A
* A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of the tender offer

 

☐  Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) of the Securities Exchange Act of 1934 and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid: None    Filing Party: Not applicable
Form or Registration No.: Not applicable    Date Filed: Not applicable

 

☒ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

  ☒ third-party tender offer subject to Rule 14d-1.
  ☐ issuer tender offer subject to Rule 13e-4.
  ☐ going-private transaction subject to Rule 13e-3.
  ☐ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☐

 

 

 

EXHIBIT INDEX

 

Exhibit No.

   

Description

99.1    Joint Media Release issued by Roche Holdings, Inc. and Ignyta, Inc. on December 22, 2017
99.2    Key Messages and Q&A dated December 22, 2017