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Published on 3/26/2009 in the Prospect News Special Situations Daily.

Roche completes tender offer for Genentech

By Lisa Kerner

Charlotte, N.C., March 26 - Roche Holding AG said approximately 395.7 million shares, or 84.7%, of Genentech, Inc.'s common stock were tendered in Roche Investments USA Inc.'s offer that ended at midnight ET on Wednesday.

Roche now holds a total of approximately 982.9 million, or 93.2%, of Genentech shares outstanding.

An additional 3% of Genentech's outstanding shares were guaranteed to be delivered within the next three business days, which will give Roche a total stake of approximately 96.2%.

Roche recently increased its offer for Genentech to $95 per share from $93 and extended the tender offer to March 25.

The Swiss drug maker originally proposed acquiring Genentech in July 2008 for $89 per share, an offer the South San Francisco, Calif., biotechnology company rejected.

Roche and Genentech expect to complete the transaction soon through a short-form merger under Delaware law. Genentech will become a wholly owned member of the Roche Group, and its common stock will cease trading on the New York Stock Exchange.


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