Thursday, Sep 26, 1996

Delaware Court Approves Settlement

Call prices increase 50 cents

South San Francisco, Calif. -- September 26, 1996 --

Genentech, Inc. (NYSE:GNE) announced that a Delaware Chancery Court approved the settlement of a consolidated stockholder class action lawsuit filed following the announcement of an extended buyout option by Roche, which stockholders approved in October 1995.

Under the extended buyout option, Roche has the right to cause the redemption of the remaining Genentech stock it doesn't already own at a predetermined price that increases quarterly through the quarter beginning April 1, 1999. The same transaction gives Genentech stockholders the right to "put" (cause the redemption of) some or all of their stock at $60 per share within a 30 business-day period commencing July 1, 1999. In settlement of the lawsuits filed, Roche agreed to an increase in the redemption prices for Genentech's stock by 50 cents each quarter, with a final redemption price of $82.50, if Roche causes the redemption of the remaining Genentech stock. The settlement increases the current redemption price from $66.25 to $66.75.

Genentech, Inc. is a leading biotechnology company that discovers, develops, manufactures, and markets human pharmaceuticals for significant unmet medical needs. The company is headquartered in South San Francisco, California and is traded on the New York and Pacific Stock Exchanges under the symbol GNE.

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