Roche intends to commence tender offer to acquire all shares of Genentech for US$ 86.50 per share in cash

03-Feb-2009 - USA

Roche announced that it intends to commence a cash tender offer for all outstanding publicly-held shares of Genentech at US$ 86.50 per share. Roche, which currently owns 55.8% of the Genentech outstanding shares, expects to commence the tender offer within approximately two weeks.

The offer replaces the public proposal made by Roche on July 21, 2008 to acquire all of the publicly-held shares of Genentech at a price of US$ 89 per share in cash by means of a negotiated merger. After receiving Roche’s original proposal, the Board of Directors of Genentech, with the full support of Roche, created a special committee comprised of independent directors to consider and respond to the Roche proposal. On August 13, 2008, the special committee announced its rejection of Roche’s proposal. In light of the lack of progress towards an agreed transaction since then, Roche has now decided to make an offer directly to Genentech shareholders.

Commenting on the tender offer, Franz B. Humer, Chairman of the Roche Group, said: “We intend to create unrivaled benefits for our patients, employees and shareholders by combining Roche and Genentech. We are disappointed that the discussions over the last six months between Roche and the special committee of Genentech have not produced a negotiated agreement. We feel it is now time to give the Genentech minority shareholders the opportunity to decide on our offer. Especially in the current market environment the offer provides an opportunity for all public shareholders to achieve liquidity and to receive a fair price for all their shares.”

Following the proposed combination, Genentech’s research and early development activities would operate as an independent unit within Roche from its existing campus in South San Francisco, retaining its talent and approach to discovering and progressing new molecules. Roche’s Pharma commercial operations in the U.S. would be moved from Nutley to Genentech’s site in South San Francisco. The combined company’s U.S. commercial operations in pharmaceuticals will reflect the Genentech name, leveraging the strong brand value of Genentech in the U.S. market.

https://www.bionity.com/en/news/95165/roche-intends-to-commence-tender-offer-to-acquire-all-shares-of-genentech-for-us-86-50-per-share-in-cash.html