March 9, 2009 / 6:27 PM / 10 years ago

Roche, Genentech in talks on $47 billion deal

NEW YORK (Reuters) - Roche Holding AG has sweetened its offer for Genentech Inc by about 2 percent to $46.7 billion, a source familiar with the situation said, as Roche pushes to take full control of the biotech after an eight-month courtship.

The logo of Swiss pharmaceutical company Roche is pictured on the company's headquarters in Basel February 4, 2009. REUTERS/Christian Hartmann

The $95 per share offer on Monday marks the second increase since Friday, when Roche raised its direct tender offer to shareholders to $93 a share and repeated that it was confident of a successful conclusion to the drawn-out takeover battle.

“The new price was enough to get both sides to the table,” said the source, who was not authorized to speak to the press.

Switzerland-based Roche has been trying since July to acquire the 44 percent of Genentech it does not already own.

A deal would mark the latest in a torrid string of acquisitions by large pharmaceutical companies aiming to augment drug development pipelines. Merck & Co Inc said on Monday it would pay $41.1 billion to acquire rival Schering-Plough Corp, while Pfizer Inc agreed on January to acquire Wyeth for $68 billion.

Full ownership of Genentech would give Roche rights to the biotech company’s portfolio of lucrative cancer drugs and other medicines, including Avastin, which is approved to treat advanced colon, breast and lung cancers and is being tested for several other uses.

Analysts believe Roche is hoping to complete the Genentech deal ahead of data from a study due in April on Avastin that, if positive, could significantly boost its share price.

The Wall Street Journal said an agreement could be announced as early as Monday afternoon, although talks could still break down. Roche is scheduled to hold its annual shareholder meeting on Tuesday.

Genentech, based in South San Francisco, California, declined to comment.

“We announced last Friday a very attractive tender offer for $93 per share and it is now up to the shareholders to decide,” said Roche spokesman Alexander Klauser, who declined to comment further.

“At $95 you are really hitting that sweet spot where the deal gets done,” said Damien Conover, an analyst at Morningstar.

“From Roche’s perspective, a couple of extra dollars to sweeten the bid is probably not that hard to do, and from Genentech shareholders’ perspective, a couple of extra dollars is probably all they need to push them over the edge,” Conover said.

Genentech had urged shareholders to take no action on Friday’s $93 per share offer and said the special committee of its board would make a formal response “promptly” and explain the reasons for its position.

“I think $93 was an aggressive bid, but it was probably worth a couple of extra dollars to Roche to do this in a friendly manner,” said Eric Schmidt, an analyst at Cowen & Co.

Analysts had generally agreed that Roche’s previous offer of $86.50 had little chance of success, especially as it represented a decline from the $89 Genentech rejected last summer. Genentech’s advisers previously said the company was worth $112 a share.

“I would be shocked if their (Genentech’s) special committee agreed to that,” Matt Loucks, a portfolio manager for Sit Investment Associates of Minneapolis, said of the possible $95 deal price. Sit holds about 348,000 shares of Genentech.

“In my opinion any price in the mid-$90s undervalues Genentech long-term,” Loucks added.

Still, “for people who don’t want to step in front of” key Avastin trial data expected next month, $95 is a reasonable offer, Loucks said.

Genentech shares gained $1.77 to close at $92.63 on the New York Stock Exchange.

(Reporting by Jessica Hall in New York, with additional reporting by Deena Beasley in Los Angeles, Sam Cage in Zurich and Toni Clarke in Boston; editing by Gerald E. McCormick, Andre Grenon, Richard Chang)

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