Roche Holding Ltd. and Syntex Corp. said Monday they entered into adefinitive agreement in which Roche will buy Syntex for about $5.3billion.Roche, of Basel, Switzerland, would pay Syntex (NYSE:SYN)shareholders $24 in cash per Syntex common share, about 57 percentabove Friday's closing price of $15.25. Syntex's stock price increased54 percent Monday _ up $8.25 to close at $23.50 _ in trading of 32.2million shares. Syntex, of Palo Alto, Calif., has 221 million sharesoutstanding.A Syntex spokeswoman told BioWorld that Roche will create asubsidiary for the merger. Then Syntex will become a wholly-ownedsubsidiary of Roche.The transaction will involve a first-step cash tender offer for all ofSyntex's outstanding common stock, which is expected to begin byMay 9 and remain open for at least 20 business days. The tender offeris subject to certain conditions, one being that a majority of Syntexshares are tendered."Given the speed of changes in the industry and a radically differentcompetitive situation, we ultimately felt the need to align with a strongglobal partner," said Paul Freiman, Syntex chairman and CEO. "Wenow strongly believe that the sale of Syntex to Roche would be in thebest interests of our shareholders, our customers and our employees."_Jim Shrine

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