Roche Makes Offer to Acquire All Outstanding Shares of Genentech for US$89.00 Per Sha...(o cash. The precise terms of the transac...)

Date:7/20/2008

o cash. The precise terms of the transaction, as well as the conditions to its consummation, will be determined through negotiations with the independent directors. It is anticipated that, in addition to customary conditions, the merger would be subject to the approval of holders of a majority of the Genentech outstanding shares not held by Roche. Roche expects to complete the transaction as soon as possible following negotiation of a definitive merger agreement.

Roche has advised Genentech that its sole interest is in acquiring the remaining shares of Genentech held by the minority shareholders and that it has no interest in a disposition of its controlling equity stake in Genentech.

Greenhill & Co. is acting as financial advisor to Roche and Davis Polk & Wardwell is acting as legal counsel. Roche will finance the transaction through a combination of its own funds and debt financing. Roche is confident that it can raise the necessary debt financing to consummate the proposed transaction.

Following is the text of the letter Roche sent on July 21, 2008 to the independent directors on Genentech's Board of Directors:

Dear Ms. Reed, Dr. Boyer and Dr. Sanders:

The healthcare industry, particularly with regard to pharmaceuticals, remains under significant pressure to improve innovation and to deliver more and better care and products of high value to society. A combination of these external pressures, our desire to achieve the best possible results for patients, and the necessary delivery of acceptable returns for our shareholders has caused Roche continually to seek ways to enhance innovation and improve our efficiency of operation and overall performance.

Over the course of the nearly 20 years that Roche has owned a majority of the stock of Genentech, the two companies have worked together with great success, to the benefit of all of our shareholders. During those 20 years Genentech has made great innovative contributions to pat
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SOURCE Roche Copyright©2008 PR Newswire. All rights reserved

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