Overview

• Roche will launch a tender offer to purchase all 89bio shares for $14.50 in cash per share plus a non‑tradeable CVR worth up to $6.00 per share.
• 89bio’s board unanimously approved the agreement and recommends that stockholders tender their shares, with a second‑step merger to follow a successful tender.
• The companies expect to close in the fourth quarter of 2025, contingent on a majority tender and expiration or termination of the Hart‑Scott‑Rodino waiting period.
• The consideration implies about $2.4 billion in upfront equity value and up to $3.5 billion total, representing premiums of roughly 79% to the prior close and 52% to the 60‑day VWAP.
• The CVR ties payouts to pegozafermin milestones: $2.00 on first F4 MASH commercial sale by March 31, 2030, $1.50 on annual net sales of at least $3.0 billion by 2033, and $2.50 on at least $4.0 billion by 2035.