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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
________________________________
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SCHEDULE
TO
(RULE
14d-100)
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Tender
Offer Statement under Section 14(d)(1) or 13(e)(1) of
the
Securities Exchange Act of 1934
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GENENTECH,
INC.
(Name
of Subject Company (Issuer))
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ROCHE
INVESTMENTS USA INC.
(Offeror)
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an
indirect wholly owned subsidiary of
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ROCHE
HOLDING LTD
(Parent
of Offeror)
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(Names
of Filing Persons (identifying status as offeror, issuer and other
person))
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Common
Stock, Par Value $0.02 Per Share
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(Title
of Class of Securities)
________________________________
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368710406
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(Cusip
Number of Class of Securities)
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Beat
Kraehenmann
Roche
Holding Ltd
Grenzacherstrasse
124
CH-4070
Basel
Switzerland
Telephone: +41-61-688-1111
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(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and
Communications on Behalf of Filing Persons)
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Copies
to:
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Christopher
Mayer
Davis Polk &
Wardwell
450 Lexington
Avenue
New York, New York 10017
Telephone: (212) 450-4000
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x Check the box if the
filing relates solely to preliminary communications made before the
commencement of a tender offer.
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Check the
appropriate boxes below to designate any transactions to which the statement
relates:
| x |
third-party
tender offer subject to Rule 14d-1.
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issuer
tender offer subject to Rule 13e-4.
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| x |
going-private
transaction subject to Rule 13e-3.
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amendment
to Schedule 13D under Rule
13d-2.
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Check
the following box if the filing is a final amendment reporting the results
of the tender offer. o
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Basel, 30
January 2009
Roche
intends to commence tender offer to acquire all shares of Genentech for
US$
86.50 per share in cash
Roche
announced today that it intends to commence a cash tender offer for all
outstanding publicly-held shares of Genentech at US$ 86.50 per share. Roche,
which currently owns 55.8% of the Genentech outstanding shares, expects to
commence the tender offer within approximately two weeks.
The offer
replaces the public proposal made by Roche on July 21, 2008 to acquire all of
the publicly-held shares of Genentech at a price of US$ 89 per share in cash by
means of a negotiated merger. After receiving Roche’s original proposal, the
Board of Directors of Genentech, with the full support of Roche, created a
special committee comprised of independent directors to consider and respond to
the Roche proposal. On August 13, 2008, the special committee announced its
rejection of Roche’s proposal. In light of the lack of progress towards an
agreed transaction since then, Roche has now decided to make an offer directly
to Genentech shareholders.
Commenting
on the tender offer, Franz B. Humer, Chairman of the Roche Group, said: “We
intend to create unrivaled benefits for our patients, employees and shareholders
by combining Roche and Genentech. We are disappointed that the discussions over
the last six months between Roche and the special committee of Genentech have
not produced a negotiated agreement. We feel it is now time to give the
Genentech minority shareholders the opportunity to decide on our offer.
Especially in the current market environment the offer provides an opportunity
for all public shareholders to achieve liquidity and to receive a fair price for
all their shares.”
Severin
Schwan, CEO of the Roche Group, said: “This offer does not change our initial
plan on how we combine the two companies and operate the new entity. We have
great respect for our colleagues at Genentech and we will take the necessary
steps to nurture Genentech’s innovative and unique science-driven
culture.”
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F.
Hoffmann-La Roche Ltd
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4070
Basel
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Corporate
Communications
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Tel. +41 61
688 88 88
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Switzerland
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Roche Group
Media Relations
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Fax +41 61 688
27 75
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www.roche.com
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Following
the proposed combination, Genentech’s research and early development activities
would operate as an independent unit within Roche from its existing campus in
South San Francisco, retaining its talent and approach to discovering and
progressing new molecules. Roche’s Pharma commercial operations in the U.S.
would be moved from Nutley to Genentech’s site in South San Francisco. The
combined company’s U.S. commercial operations in pharmaceuticals will reflect
the Genentech name, leveraging the strong brand value of Genentech in the U.S.
market.
Roche's
Palo Alto Virology research and development activities will relocate to South
San Francisco, while its Palo Alto Inflammation group will become part of
Roche's Nutley, New Jersey research and development organization. Nutley will
host two global Disease Biology Areas (Oncology and Inflammation) as well as key
functions in Metabolism and will remain an important pillar for the U.S. and
Roche's global organization. The structure of the combined company will allow
for a diversity of approaches in research and early development, while also
strengthening cross fertilization between the companies, leading to enhanced
overall innovation within the Group.
Roche
currently intends to make the offer conditional upon, among other things, (i) a
non-waivable condition that holders of at least a majority of the outstanding
publicly-held Genentech shares tender their shares in the offer and (ii) that
Roche has obtained sufficient financing to purchase all outstanding publicly-
held shares and all shares issuable upon exercise of outstanding options and to
pay related fees and expenses. If following the consummation of the offer Roche
owns 90% or more of the Genentech shares, Roche will seek to consummate a merger
with Genentech.
Roche
plans to finance the transaction by a combination of its own funds, commercial
paper, bonds, as well as a traditional bank financing.
The
commencement and completion of the tender offer does not require any approval by
the special committee or the Genentech board, and Roche has not asked the
special committee to approve the tender offer. The complete terms, conditions
and other details of the Roche offer will be contained in materials filed with
the U.S. Securities and Exchange Commission when the offer
commences.
Greenhill
& Co. is acting as financial advisor to Roche and Davis Polk & Wardwell
is acting as legal counsel in connection with the tender offer.
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Headquartered
in Basel, Switzerland, Roche is one of the world’s leading research-focused
healthcare groups in the fields of pharmaceuticals and diagnostics. As the
world’s biggest biotech company and an innovator of products and services for
the early detection, prevention, diagnosis and treatment of diseases, the Group
contributes on a broad range of fronts to improving people’s health and quality
of life. Roche is the world leader in in-vitro diagnostics and drugs for cancer
and transplantation, and is a market leader in virology. It is also active in
other major therapeutic areas such as autoimmune diseases, inflammatory and
metabolic disorders and diseases of the central nervous system. In 2007 sales by
the Pharmaceuticals Division totaled 36.8 billion Swiss francs, and the
Diagnostics Division posted sales of 9.3 billion francs. Roche has R&D
agreements and strategic alliances with numerous partners, including majority
ownership interests in Genentech and Chugai, and invested over 8 billion Swiss
francs in R&D in 2007. Worldwide, the Group employs about 80,000 people.
Additional information is available on the Internet at www.roche.com.
Roche
Group Media Relations
Phone:
+41 -61 688 8888 / e-mail: basel.mediaoffice@roche.com
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Daniel
Piller (Head)
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Alexander
Klauser
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Martina
Rupp
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Claudia
Schmitt
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Brunswick
Group (for US media)
Phone: +1
-212 333 3810
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Jennifer Lowney
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
THIS
PRESS RELEASE CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING
STATEMENTS MAY BE IDENTIFIED BY WORDS SUCH AS “BELIEVES”, “EXPECTS”,
“ANTICIPATES”, “PROJECTS”, “INTENDS”, “SHOULD”, “SEEKS”, “ESTIMATES”, “FUTURE”
OR SIMILAR EXPRESSIONS OR BY DISCUSSION OF, AMONG OTHER THINGS, STRATEGY, GOALS,
PLANS OR INTENTIONS. VARIOUS FACTORS MAY CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY IN THE FUTURE FROM THOSE REFLECTED IN FORWARD-LOOKING STATEMENTS
CONTAINED IN THIS PRESS RELEASE, INCLUDING AMONG OTHERS: (1) PRICING AND PRODUCT
INITIATIVES OF COMPETITORS; (2) LEGISLATIVE AND REGULATORY DEVELOPMENTS AND
ECONOMIC CONDITIONS; (3) DELAY OR INABILITY IN OBTAINING REGULATORY APPROVALS OR
BRINGING PRODUCTS TO MARKET; (4) DEVELOPMENTS IN FINANCIAL MARKET CONDITIONS,
INCLUDING THE MARKET FOR ACQUISITION FINANCING AND OTHER CAPITAL MARKETS AND
FLUCTUATIONS IN CURRENCY EXCHANGE RATES; (5) UNCERTAINTIES IN THE DISCOVERY,
DEVELOPMENT OR MARKETING OF NEW PRODUCTS OR NEW USES OF EXISTING PRODUCTS,
INCLUDING WITHOUT LIMITATION NEGATIVE RESULTS OF CLINICAL TRIALS OR RESEARCH
PROJECTS AND UNEXPECTED SIDE-EFFECTS OF PIPELINE OR
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MARKETED
PRODUCTS; (6) INCREASED GOVERNMENT PRICING PRESSURES OR CHANGES IN THIRD PARTY
REIMBURSEMENT RATES; (7) INTERRUPTIONS IN PRODUCTION; (8) LOSS OF OR INABILITY
TO OBTAIN ADEQUATE PROTECTION FOR INTELLECTUAL PROPERTY RIGHTS; (9) LITIGATION;
(10) POTENTIAL DIFFICULTIES IN INTEGRATING THE BUSINESSES OF GENENTECH AND
ROCHE, AND THAT SOME OR ALL OF THE ANTICIPATED BENEFITS OF THE PROPOSED
TRANSACTION MAY NOT BE REALIZED ON THE SCHEDULE CONTEMPLATED OR AT ALL; (11)
THAT FUTURE DIVIDENDS ARE SUBJECT TO THE DISCRETION OF THE BOARD OF DIRECTORS OF
ROCHE AND GENENTECH, AS APPLICABLE, AND A NUMBER OF OTHER FACTORS, SOME OF WHICH
ARE BEYOND THE CONTROL OF ROCHE; (12) THE ABILITY OF ROCHE TO GENERATE CASH FLOW
TO, AMONG OTHER THINGS, REPAY ACQUISITION-RELATED DEBT AS CURRENTLY
CONTEMPLATED; (13) LOSS OF KEY EXECUTIVES OR OTHER EMPLOYEES; AND (14) ADVERSE
PUBLICITY AND NEWS COVERAGE.
ADDITIONAL
INFORMATION AND WHERE TO FIND IT
THE
TENDER OFFER DESCRIBED IN THIS PRESS RELEASE HAS NOT YET COMMENCED, AND THIS
PRESS RELEASE IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO
SELL GENENTECH COMMON STOCK. THE SOLICITATION AND OFFER TO BUY GENENTECH’S
COMMON STOCK WILL ONLY BE MADE PURSUANT TO AN OFFER TO PURCHASE AND RELATED
MATERIALS. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS
CAREFULLY WHEN THEY BECOME AVAILABLE SINCE THEY WILL CONTAIN IMPORTANT
INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. THE OFFER TO
PURCHASE AND RELATED MATERIALS WILL BE FILED BY ROCHE WITH THE SECURITIES AND
EXCHANGE COMMISSION (SEC), AND INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE
COPY OF THESE MATERIALS (WHEN AVAILABLE) AND OTHER DOCUMENTS FILED BY ROCHE WITH
THE SEC AT THE WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV. THE OFFER TO
PURCHASE AND RELATED MATERIALS MAY ALSO BE OBTAINED (WHEN AVAILABLE) FOR FREE BY
CONTACTING THE INFORMATION AGENT FOR THE TENDER OFFER.
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