As a non-US company, investors in the United States have utilized the Roche ADR program since 1992. Here are answers to some of the most frequently asked questions from investors:
For an investor in the United States, a position in Roche can be acquired through an American Depositary Receipt (ADR) traded on OTCQX International Premier under the symbol RHHBY.
On March 26, 2009, Genentech, Inc. became a wholly-owned member of the Roche Group and ceased trading on the New York Stock Exchange. US investors interested in investing in the Roche Group or Genentech can learn more here about Roche’s U.S.-dollar denominated American Depositary Receipt or ADR (ADR stock symbol: RHHBY).
The Roche Group maintains its competitive advantage by focusing on developing medically differentiated therapies and diagnostics in areas of high unmet global healthcare need. It also focuses on improving patient health outcomes and generating business success by working with patient communities around the world to expand market access to its innovative therapies.
With the combined global strengths from Roche and Genentech in biotechnology, pharmaceuticals and diagnostics, the Group is better equipped than any other company to further drive personalized healthcare. When genetic differences can be identified, the efficacy and safety of medicines can be improved enormously. The combined strengths of the company also provide it with the ability to handle the scale, complexity and the flexibility necessary to operate in a dynamic market environment.
As part of a 2009 merger agreement, Roche and Genentech combined their pharmaceutical operations in the United States, and Genentech’s South San Francisco campus now serves as the headquarters for Roche’s US pharmaceutical operations in North America. Genentech Research and Early Development continues to embrace the spirit of a “startup” and operates as an independent R&D center within Roche.
Download the Roche ADR Backgrounder for more information.
American Depositary Receipts (ADRs) are dollar-denominated securities that represent ownership of equity in non-U.S. companies. ADRs can be bought or sold through a U.S. registered broker-dealer. They trade, clear and settle like any U.S. shares and are held in U.S. custody.
ADRs allow U.S. investors to seamlessly trade in non-U.S.-based companies through U.S. registered broker-dealers. This permits investors to diversify their portfolios with stakes in numerous well-known, blue-chip companies.
Dividends are paid in U.S. dollars, and a depositary bank handles a dividend tax reclaim process, typically reducing the dividend tax to the U.S. level (with the actual tax rate depending on the investor’s individual circumstances).
Global custodian safekeeping fees are eliminated when holding ADRs, which usually make holding ADRs less expensive. J.P. Morgan Chase is Roche’s depositary bank.
Roche’s ADR is on the OTCQX International Premier under the symbol RHHBY. Currently, eight ADRs represent one underlying non-voting equity security. The Roche ADR facility was initiated in 1992 when one ADR represented one hundredth of one underlying non-voting equity security. The current ADR ratio is a result of several splits and ratio changes.
No. There are thousands of other non-U.S. companies that have ADRs trading on U.S. secondary markets, including well-known global issuers. The number of foreign blue-chip stocks in the OTCQX International Premier market has grown significantly and includes well-known multi-national companies such as Adidas, Danone, Fiat, Heineken, Siemens and Volkswagen, as well as Roche. Blue-chip companies not based in Europe that trade on the OTC market include Hitachi, Mitsubishi, Nissan, Panasonic and Takeda Pharmaceuticals. For a list of companies with ADR programs, please go to www.adr.com.
Institutional and individual investors can trade Roche ADRs - or have them issued or canceled - through a U.S. registered broker-dealer.
The OTCQX International Premier is a U.S. market for companies already listed on a qualified international stock exchange. OTCQX International Premier provides global companies listed on international exchanges access to U.S. investors, and allows them to distribute information in the U.S. public markets without the duplicative complexity of a U.S. exchange listing.
Companies on the OTCQX use their home country disclosure in English in lieu of the U.S. Securities and Exchange Commission (SEC) reporting. This ensures that only companies already approved by a qualified international stock exchange’s listing process are eligible and that they meet the highest international financial standards. Standards for OTCQX are aligned with margin eligibility standards set by the Federal Reserve and the SEC.
Trading in OTCQX, OTCQB and OTC Pink securities may take place Monday-Friday from 6:00 AM to 5:00 PM (Eastern). The majority of quoting and trading occurs between the open market hours of 9:30 AM to 4:00 PM (Eastern); however, market participants are free to quote and trade at any time as long as they comply with current regulations (e.g., FINRA Best Execution). For updates on holidays and hours, click here.
The liquidity of stocks on the OTCQX International Premier is strong. In fact, in 2015, the average daily trading volume in Roche ADRs exceeded 1.1 million. It should be noted that the supply of Roche ADRs is not limited to their US trading. Through J.P. Morgan, Roche’s depositary bank, registered broker-dealers can have ADRs issued or cancelled when an investor wishes to acquire or dispose of them. Accordingly, ADR liquidity is generally equivalent to that of the underlying securities traded in the issuer’s home market.
Concerns about price transparency and other issues have been alleviated and real-time trading data for ADRs is typically available.
As Roche’s depositary bank, J.P. Morgan issues and cancels Roche’s ADRs, serves as transfer agent, maintains the register of ADR holders, helps reclaim Swiss withholding taxes on cash dividends for ADR holders, and distributes dollar-denominated dividends to ADR holders.
Yes there is a minimal fee. The deposit agreement underlying Roche’s ADR program states that the depositary bank is able to collect a fee from ADR holders to cover the administrative costs of running the ADR program. The fee is applied to each ADR held by an investor upon record date.
The fee is determined between J.P. Morgan and Roche. In order for the fee to be acceptable to the investment community it needs to fall within certain parameters so the cost of buying into the ADR is not prohibitive. The calculation typically used to gauge the cost involves dividing the proposed fee by the ADR price.
The fee is based on the record date balance. The record date is determined by J.P. Morgan and the U.S. registrar (Depository Trust Company, also known as DTC) collects the fees from each individual broker. For example, if Morgan Stanley holds 100 ADRs at the close of business on the record date, Morgan Stanley is charged $2 (100 ADRs * $0.02). Morgan Stanley will see the pending charge on the following business day. Morgan Stanley’s account with DTC will be debited during their normal billing cycle, which is typically by the 10th day following the month of the record date.
The brokers themselves are responsible for charging the beneficial owners of the ADRs if they decide to pass on the charge.
The administrative fee is charged once a year.
Dividends are subject to the Swiss withholding tax of 35% at the time of initial payment. Roche depositary bank J.P. Morgan performs a tax reclaim process with Swiss tax authorities. While the actual dividend tax rate paid depends on the tax status of the ADR holder, the net dividend assumes a 15% tax rate, plus a dividend reclaim and payment fee of $0.0275 per ADR.
In 2010, Roche initiated a dividend reinvestment program to all registered ADR holders through its depositary bank J.P. Morgan Chase. The plan allows ADR holders to reinvest all or part of their dividends to buy additional ADRs. For more information on the Roche dividend reinvestment program, please go to http://www.roche.com/drp_brochure.pdf.
To obtain more information about the Roche ADR dividend payment schedule and tax-reclaim process, please visit the Dividend Payment FAQ here.
Roche Holding Ltd places no restrictions on ownership of its shares and non-voting equity securities. Each non-voting equity security confers the same rights as one share to participate in available earnings and any liquidation proceeds remaining after repayment of the nominal value of the shares and the participation certificate capital.
Detailed information on dividend history can be found on the Financial Reports page here.
The annual report and other publications are available on the Financial Reports page here.
Please contact the Investor Relations Team via email: RocheIRNA@gene.com