Roche announced that its wholly-owned subsidiary, Roche Investments USA Inc., completed its tender offer for the publicly held shares of Genentech. The offer expired at midnight, New York City time, at the end of Wednesday, March 25. A total of approximately 395.7 million shares of Genentech common stock were tendered representing 84.7% of Genentech’s publicly held shares. Roche Investments USA Inc. has accepted for payment all shares validly tendered pursuant to its tender offer.
Together with the 55.7% of the outstanding shares already held by Roche, Roche now holds a total of approximately 982.9 million or 93.2% of the 1,054,555,886 Genentech shares outstanding. In addition, a further 3.0% of Genentech’s outstanding shares were guaranteed to be delivered within the next three business days which, if added to the shares already received in the tender offer and Roche’s existing stake, would represent approximately 96.2% of Genentech’s total outstanding shares. Public shareholders who have tendered their shares will promptly receive $95.00 per share for their shares.
Pursuant to the merger agreement between Roche and Genentech, as soon as practicable Roche will cause a short-form merger under Delaware law in which Genentech will become a wholly-owned member of the Roche Group, and all remaining public shareholders will, subject to appraisal rights, receive $95.00 per share for their shares. Following the merger, Genentech’s common stock will cease to be traded on the New York Stock Exchange.
Release Date: March 26, 2009