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Roche offers to acquire all outstanding shares of Genentech for $43.7 billion
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BASEL, Switzerland — Roche has proposed to acquire the 44% publicly held interest in Genentech that it does not presently own for $43.7 billion, or $89 per share in cash, the company announced in a press release. Roche acquired a majority in Genentech in 1990 and currently owns 55.9% of all outstanding shares, the release said.
Roche expects that Genentech's board of directors will establish a committee of independent directors, including independent financial and legal counsel, to evaluate the company's proposal. Genentech board members who are Roche employees will not contribute to the evaluation, according to the release.
If the offer is accepted, Roche plans to implement the transaction through a cash merger between Genentech and a Roche subsidiary, pursuant to which all currently outstanding shares and options of Genentech — excluding shares owned by Roche — would be converted into cash.
The exact terms and conditions of the transaction will be determined through negotiations with the independent directors, the release said.
In addition to customary closing conditions, the merger would be subject to the approval of holders of a majority of the Genentech outstanding shares not held by Roche. Pending the negotiation of a definitive merger agreement, Roche expects to complete the transaction as soon as possible, the release said.