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Published on 12 March 2009

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Roche and Genentech sign merger agreement

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Roche and Genentech announced today that they signed a merger agreement under which Roche will acquire the outstanding publicly held interest in Genentech for $95.00 per share in cash, or a total payment of approximately $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 conclusion. Working together, we aim to close the transaction quickly, thus removing uncertainty for employees and allowing us to focus even more intently on innovation and long-term projects. We have tremendous respect for our colleagues at Genentech and look forward to working with them to further accelerate our search for solutions to unmet medical needs”.

Arthur D. Levinson, Ph.D., chairman and chief executive of Genentech, said:  “We have had a highly successful partnership with Roche for more than 18 years, and we intend to pursue our shared goal of discovering medications for serious and life-threatening conditions.  We look forward to working with our partners at Roche to ensure a smooth transition once the transaction is complete and to continue our mission of serving patients”.

Severin Schwan, CEO of the Roche Group, said:  “Roche and Genentech saw the potential of a pharma-biotechnology partnership early on and we are now in an enviable position to expand on the success of our longstanding relationship, which has been a source of immense value for patients, employees and shareholders of both companies.  We are excited about working with our colleagues at Genentech and look forward to partnering with them to develop a plan for the successful combination of the two companies”.

For more on this press release please click on the link below:

Roche



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