Roche Purchases Shares in Tender Offer For Memory Pharmaceuti... ( NUTLEY N.J. and BASEL Switzerland Jan...)

Roche Purchases Shares in Tender Offer For Memory Pharmaceuticals Corp.

Date:1/3/2009

NUTLEY, N.J. and BASEL, Switzerland, Jan. 2 /PRNewswire-FirstCall/ -- Roche (SWX: ROG.VX; RO.S; OTCQX; RHHBY) today announced that its wholly-owned subsidiary 900 North Point Acquisition Corporation has accepted for payment all shares validly tendered and not withdrawn pursuant to its tender offer for all outstanding shares of common stock of Memory Pharmaceuticals Corp. (Nasdaq: MEMY) at $0.61 per share in cash.

As of the expiration of the tender offer, a total of approximately 73,169,195 shares of Memory common stock were tendered and not withdrawn (including approximately 890,630 shares tendered by delivery of notices of guaranteed delivery), representing approximately 89% of Memory's outstanding shares.

Roche intends to complete the acquisition of Memory through a merger to be effected as promptly as practicable in accordance with the terms of the merger agreement between Roche and Memory. If the merger takes place, Roche will own all of the shares of Memory and all other remaining Memory stockholders (other than stockholders properly exercising their appraisal rights) will receive the same cash consideration per share as was paid in the tender offer. As a result of the purchase of shares in the offer, 900 North Point Acquisition Corporation has sufficient voting power to approve the merger without the affirmative vote of any other Memory stockholder.

About Roche

Headquartered in Basel, Switzerland, Roche is one of the world's leading research-focused healthcare groups in the fields of pharmaceuticals and diagnostics. As the world's biggest biotech company and an innovator of products and services for the early detection, prevention, diagnosis and treatment of diseases, the Group contributes on a broad range of fronts to improving people's health and quality of life. Roche is the world leader in
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Roche Purchases Shares in Tender Offer For Memory Pharmaceuti...( NUTLEY N.J. and BASEL Switzerland Jan...)