Roche Makes Offer to Acquire All Outstanding Shares of Genentech for US$89.00 Per Sha...(ient care.Roche over the same period has...)

Date:7/20/2008

ient care. Roche, over the same period, has progressed from a more diversified healthcare group to one with a sharper focus on innovation-driven activities within therapeutics and diagnostics, and importantly on the interplay between the two in developing personalized solutions and treatment for patients. While continuing its extraordinary research efforts Genentech has also, through its success and resulting growth, gradually come to resemble a major pharmaceutical company, both in terms of overall revenues and functional split of employees. As a result, there is today an opportunity to realize significant synergies by combining the two companies and integrating their operations while continuing the Genentech research engine and early development activities as an independent center under the Genentech name and leadership.

Accordingly, after considerable thought, we have reached the conclusion that combining Genentech and Roche will maximize the potential performance of the two companies and is in the best interests of Roche's shareholders. In order to compensate Genentech's public shareholders appropriately, we are proposing a cash merger between Genentech and a Roche subsidiary pursuant to which all currently outstanding shares and options of Genentech other than shares owned by Roche would be converted into cash at US$89.00 per share. This offer would provide a total of US$43.7 billion to equity holders of Genentech other than Roche.

The price we are offering represents a one day premium of 8.8% to Genentech's closing price of US$81.82 on July 18, 2008 and a one month premium of 19.0% to Genentech's closing price of US$74.76 on June 20, 2008. We believe our offer is both fair and generous and provides an opportunity for all non-Roche Genentech shareholders to receive an immediate premium for all of their shares. We note that while we are committed to a combination of Genentech and Roche, we will not consider any sale or other disposition of Roche's
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SOURCE Roche Copyright©2008 PR Newswire. All rights reserved

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