A Medical Device Daily

Pharmaceutical and diagnostics powerhouse Roche (Basel, Switzerland) reported that it has completed its tender offer for the publicly held shares of biotechnology company Genentech (South San Francisco, California). A total of about 395.7 million shares of Genentech common stock were tendered representing 84.7% of Genentech's publicly held shares.

Together with the 55.7% of the outstanding shares already held by Roche, the company now holds a total of about 982.9 million or 93.2% of the 1,054,555,886 Genentech shares outstanding. In addition, another 3% of outstanding shares were guaranteed to be delivered within the next three business days which, if added to the shares already received in the tender offer and Roche's existing stake, would represent roughly 96.2% of Genentech's total outstanding shares.

Shareholders who have tendered their shares will promptly receive $95 per share for those shares.

Two weeks ago, Roche agreed to pay $46.8 billion in cash to buy the remaining 44% of Genentech that it doesn't already own, ending a hostile takeover bid by Roche that has stretched out for months (Medical Device Daily, March 13, 2009).

Genentech's board rejected Roche's initial friendly bid of $89 per share in July (MDD, July 22, 2008). Roche then surprised the company with a lowered $86.50-per-share bid last month, aimed directly at shareholders (MDD, Feb. 11, 2009).

The deal values Genentech as a whole at $100.1 billion when including the portion of the company already owned by Roche. The buyer said it expects to save $750 million to $850 million per year by eliminating duplication, but has not yet given a figure for potential job cuts.

As soon as practicable Roche will cause a short-form merger under Delaware law in which Genentech will become a wholly-owned member of the Roche Group, and all remaining public shareholders will, subject to appraisal rights, receive $95 per share for their shares. Following the merger, Genentech's common stock will cease to be traded on the New York Stock Exchange.

In other dealmaking news, Acacia Research Corp. (Newport Beach, California) reported that its Thermal Scalpel subsidiary has entered into a license agreement with C.R. Bard (Murray Hill, New Jersey) covering patents relating to surgical devices.

The agreement resolves litigation that was pending in the U.S. District Court for the Eastern District of Texas with respect to certain C.R. Bard products.

The technology generally relates to surgical devices and methods involving cutting or ablation of tissue in a manner that promotes hemostasis.

Acacia's subsidiaries develop, acquire, and license patented technologies. Those subsidiaries control more than 100 patent portfolios, covering technologies used in a wide variety of industries.

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