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Roche and Genentech Reach a Friendly Agreement to Combine the Two Organizations and Create a Leader in Healthcare Innovation
Date:3/11/2009

-- Roche intends to acquire all outstanding shares of Genentech for US$95.00 per share in cash

-- Research and early development to operate as an independent center; South San Francisco site to become headquarters of combined U.S. commercial operations; Genentech's unique culture to be maintained

-- Innovation will be enhanced through a diversity of research approaches and sharing of IP, technologies, partnerships and other key assets

-- Transaction expected to be EPS accretive in the first year after closing

BASEL and SOUTH SAN FRANCISCO, March 12 /PRNewswire-FirstCall/ -- Roche (SWX: ROG.VX; RO.S) and Genentech (NYSE: DNA) announced today that they signed a merger agreement under which Roche will acquire the outstanding publicly held interest in Genentech for US$95.00 per share in cash, or a total payment of approximately US$46.8 billion to equity holders of Genentech other than Roche. The special committee of Genentech's Board of Directors has approved the agreement and recommends that Genentech shareholders tender their shares in Roche's tender offer.

Dr. Charles Sanders, Chairman of the Special Committee of Genentech's Board of Directors, said: "We believe this is a fair offer for Genentech shareholders, and the Committee is pleased to come to a successful conclusion of this process. We look forward to working with Roche to complete the transaction as expeditiously as possible."

Franz B. Humer, Chairman of the Roche Group, said: "We are very pleased that we have reached an agreement with Genentech and secured a positive recommendation from the special committee. As stated previously, an agreed transaction offers clear and important advantages for the shareholders of both companies. I am delighted that the intensive negotiations have led to a successful c
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SOURCE Roche
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