Genentech forms special committee to “assess” Roche offer

Genentech said today that its board of directors has formed a special committee to “assess” the offer from the Roche Group, its largest shareholder, to acquire all of the outstanding shares of Genentech it doesn’t already own for $89 each, according to a press release the company issued this afternoon.

The committee, made up of the board’s three directors deemed to be independent — and none of the three directors affiliated with Roche — includes Herbert Boyer, a retired co-founder of Genentech and professor emeritus in biochemistry and biophysics at UCSF; Debra Reed, chief executive of the Southern California Gas; and Charles Sanders, ex-CEO of Glaxo and the lead director of Genentech’s board.

“The special committee intends to proceed in a timely manner to review the Roche proposal, which was both unsolicited and unexpected. The outcome of this process has not been pre-determined, and there can be no assurance that the special committee will approve any transaction with Roche,” said Sanders, the chairman of the special committee, in a statement.

The company points out in the release that its board has “resolved” not to recommend to stockholders or approve a merger with Roche without the special committee’s recommendation, adding that neither Genentech nor the special committee has any obligation to agree to a transaction, or to to agree to “”any specific process or any price based on valuation assessments” provided by investment banks. The committee has retained Goldman, Sachs & Co. to act as its financial advisor, and Latham & Watkins as its legal counsel.


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