Monday, Aug 6, 1990

Genentech and Roche Certify Substantial Compliance with FTC Request

Washington DC -- August 6, 1990 --

Genentech, Inc. and Roche Holding Ltd of Basel, Switzerland announced today that both companies have certified to the Federal Trade Commission (FTC) that they are in substantial compliance with its request for additional information on the proposed merger involving the two companies, and have agreed with the staff of the FTC to extend the Hart-Scott-Rodino waiting period for the proposed merger to August 31, 1990.

On March 23, the FTC, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, requested that each company supply additional information. The companies will not comment on the information requested and submitted while the matter is still pending before the FTC.

Under the $2.1 billion agreement announced on February 2, Roche will invest approximately $492 million in capital in Genentech and pay about $1.6 billion to Genentech stockholders for a 60 percent equity interest. For each two shares of existing stock, Genentech stockholders will receive $36 and one share of new redeemable common stock which will be traded on the New York Stock Exchange. During the five years following the merger, Roche has the right to redeem the remaining shares at prices increasing from $38 per share to $60 per share.

On June 8, Genentech stockholders approved the proposed merger with 97 percent of the votes cast in favor of the transaction. The parties intend to complete the merger promptly after expiration or termination of the Hart-Scott-Rodino waiting period.

Roche Holding Ltd is a global healthcare company spanning more than 100 countries and employing 50,000 worldwide. In 1989, Roche's sales totaled approximately $6.5 billion. Roche's five divisions comprise pharmaceuticals, vitamins and fine chemicals, diagnostics, fragrances and flavors, and plant protection. In addition to the facilities connected with these divisions, the company maintains four primary research and development centers in Basel, Switzerland; Nutley, N.J.; Welwyn Garden City, England; and Kamakura, Japan.

Genentech, Inc. is a leading biotechnology company focusing on the development, manufacture and marketing of pharmaceuticals produced by recombinant DNA technology.

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