The offer replaces the previous proposal made by Roche in July 2008 to acquire all of the publicly held shares of Genentech at a price of $89 per share in cash by means of a negotiated merger. That public proposal was rejected by the special committee of Genentech’s board of directors in August 2008.
In light of the lack of progress toward an agreed transaction, Roche is making an offer directly to Genentech shareholders. If following the consummation of the offer Roche owns 90% or more of the Genentech shares, Roche intends to consummate a merger with Genentech.
Franz Humer, chairman of the Roche Group, said: While we have changed our approach to the transaction, our plan on how we will combine the two companies remains unchanged. We will take the necessary steps to nurture Genentech’s innovative and unique science-driven culture. We remain committed to retaining Genentech’s top talent and approach to discovering and progressing new medicines.
Genentech’s research and early development will operate as an independent unit within the Roche Group. Roche Pharma’s commercial operations in the US will be transferred from Nutley to Genentech’s site in South San Francisco and will reflect the Genentech name, leveraging the strong brand value of Genentech.