Wednesday, Jun 6, 1990

Motion to Enjoin Vote at Genentech Stockholder Meeting Denied

South San Francisco, Calif. -- June 6, 1990 --

Genentech announced that a judge in Delaware's Chancery Court today denied a motion for preliminary injunction to enjoin the stockholder vote on the proposed merger between Genentech and Roche at Genentech's annual stockholders meeting, which will be held on Friday, June 8. The meeting, and stockholder vote on the proposed merger between Genentech and Roche Holding Inc., will proceed as planned beginning at 10 a.m. PDT at the Westin Hotel in Millbrae, Calif.

The motion to enjoin was brought by plaintiffs in a consolidated class action lawsuit which was filed in Delaware state court following the February 2 announcement of the proposed merger between Genentech and Roche. The plaintiffs claimed, among other things, that the company and its board of directors did not provide full disclosure of information to shareholders prior to asking them to vote on the proposed merger.

The motion was heard by Vice Chancellor Chandler in Chancery Court, New Castle County, Delaware. Genentech is incorporated in Delaware.

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