Thursday, May 3, 1990

Genentech Issues Proxy on Roche Merger; Annual Meeting Set for June 8

South San Francisco, Calif. -- May 3, 1990 --

Genentech, Inc. today announced that the Securities and Exchange Commission (SEC) has declared effective the registration statement for Genentech's redeemable common stock, including the proxy statement detailing the proposed merger of Genentech with a wholly-owned subsidiary of Roche Holding Ltd of Basel, Switzerland. Under the proposed transaction, Roche would acquire 60 percent of Genentech's common stock for a total investment of $2.1 billion.

The New York Stock Exchange has approved the listing of the redeemable common stock.

The proxy and annual report will be mailed to stockholders as soon as possible. The vote on the merger will be tabulated at the Genentech annual meeting which will be held beginning at 10:00 a.m. on Friday, June 8 at the Westin Hotel in Millbrae, Calif.

The only remaining federal regulatory condition with which Genentech and Roche must comply to complete the merger is the Federal Trade Commission's request for additional information under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

# # #