Genentech forms special committee to review Roche's buyout proposal

SOUTH SAN FRANCISCO, Calif. — Genentech has formed a special committee composed of its three independent directors to assess Roche's proposal to purchase all of the outstanding shares of company's stock that it does not already own, Genentech announced in a press release.

The special committee members are Herbert W. Boyer, PhD, Debra L. Reed and Charles A. Sanders, MD, according to the release.

"The special committee intends to proceed in a timely manner to review the Roche proposal, which was both unsolicited and unexpected. The outcome of this process has not been predetermined, and there can be no assurance that the special committee will approve any transaction with Roche," Dr. Sanders, chairman of the special committee, said in the release.

Genentech's board of directors has said that it will not recommend or approve a merger with Roche without the special committee's recommendation.

Under the affiliation agreement between Genentech and Roche, neither Genentech nor the special committee is obligated to agree to a transaction or to agree to any particular process or any price based on valuation assessments provided by investment banks, the release said.

Roche has proposed buying the outstanding Genentech stock at a price of $89 per share, for a total cost of $43.7 billion.