Roche has announced that it intends to commence a cash tender offer for all outstanding publicly held shares of Genentech at $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 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. If following the consummation of the offer Roche owns 90i% or more of the Genentech shares, Roche will seek to consummate a merger with Genentech.
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 US would be moved from Nutley to Genentech’s site in South San Francisco.
Roche’s Palo Alto virology R&D activities will relocate to South San Francisco, while its Palo Alto inflammation group will become part of Roche’s Nutley, New Jersey R&D organization.
Franz 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.