Friday, Sep 7, 1990

Genentech and Roche Merger Transaction Completed

South San Francisco, Calif. -- September 7, 1990 --

Genentech, Inc. and Roche Holding Ltd. announced that their merger transaction was completed today. As a result of the $2.1 billion transaction, Roche now owns 60 percent of the equity of Genentech.

In the transaction, Genentech stockholders will receive, for each two shares they own, $36 cash and one share of new redeemable common stock. The new redeemable common stock has been approved for listing on the New York Stock Exchange and the Pacific Stock Exchange. Both exchanges have informed Genentech that its old common stock will continue to trade until the close of trading today. The new redeemable common stock is expected to begin trading on Monday morning, September 10, under the current Genentech trading symbol, GNE.

In addition to acquiring 50 percent of the currently outstanding common stock, Roche acquired an additional 10 percent equity interest in return for a direct investment of approximately $490 million in Genentech, bringing its equity position to 60 percent.

During the next five years, Roche has the right to redeem all the outstanding 43 million shares of redeemable common stock, or 40 percent, at escalating prices ranging from $38 per share for the remainder of this year to $60 per share in 1995. Roche has a right to purchase additional shares on the open market at any time to raise its equity holding to up to 75 percent.

The transaction was announced February 2, approved by 97 percent of Genentech's voting stockholders on June 8, and both companies entered into a consent decree with the Federal Trade Commission on August 31.

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