Roche bids for residual shares of Genentech

Times Staff Writer

In a sign that a fresh round of consolidation in the pharmaceutical and biotechnology industry is underway, Swiss pharmaceutical maker Roche Holding on Monday offered $43.7 billion for the remaining shares of U.S. biotech giant Genentech Inc.

Genentech ranks as the world’s second-largest biotechnology company by sales, behind Amgen Inc. of Thousand Oaks. It is a pioneer in the use of cellular and molecular biology in medicine and manufactures two of the world’s top-selling cancer drugs, Avastin and Herceptin.

Roche already owns 55.9% of the South San Francisco-based drug maker and co-develops and markets Genentech products outside North America. In a statement, Roche said the takeover would “accelerate the search for new solutions for unmet medical needs.”

Like many large drug companies, Roche has a relatively thin research and development lineup these days compared with those of smaller and more nimble biotech companies such as Genentech, which has a pipeline of more than 100 projects in production or development.


The merger would enable the two companies to combine parts of their research and sales units, saving as much as tens of millions of dollars a year in an industry that faces growing pressure from generic drugs and development costs.

“The combined entity will be the seventh-largest U.S. pharmaceuticals company in terms of market share,” Roche said in a statement from its headquarters in Basel, Switzerland. “It will generate more than $15 billion in annual revenues.”

Another contributing factor to the deal: the weak U.S. dollar that is making American assets cheaper for foreigners. That was a key factor in the proposed $52-billion takeover of U.S. brewer Anheuser-Busch Cos. by Belgian-based multinational InBev and other deals.

“The timing has a lot to do with the weak dollar,” said Beatrice Kunz, analyst at investment bank Clariden Leu. “It’s not only the currency, but the currency is helping.”


Genentech said its board of directors would establish a committee of independent directors to evaluate the proposal with the assistance of independent outside financial and legal advisors.

Roche offered $89 a share, or 8.8% above Genentech’s closing price Friday and 19% above the price a month ago, calling the price “fair and generous.”

Many investors appeared to disagree. Genentech shares climbed well above their opening, up $12.06, or 15%, to $93.88 -- a bet that the bidding will go higher.

In a call with investors Monday, Deutsche Bank biotech analyst Mark Schoenebaum said he believed that the deal could be in both companies’ best interests but that shareholders would demand a sale price of “something close to $100" a share.


Roche said Genentech’s South San Francisco site would operate as an independent research and early development center and become headquarters of combined U.S. commercial operations.

The company did not specify how many of Genentech’s 10,700 employees would be retained.

Some investors were downbeat about the buyout offer. In a strongly worded research note to clients, Sanford C. Bernstein’s Geoffrey Porges said the deal could backfire. He said he “potentially sees scenarios in which the deal is not completed at all, although that seems unlikely.”

If it does get done, Porges said, it would “cause an irrevocable breach in relations between Genentech and Roche. If this deal closed, we believe Roche will be judged in the future to have killed one of the great research entities in the industry’s history, and the golden goose that has fueled much of Roche’s growth in an effective and symbiotic way.”



The Associated Press was used in compiling this report.