Roche Holdings completes acquisition of 89bio and delists company from Nasdaq

Roche Holdings, Inc. has completed its acquisition of 89bio, Inc. (NASDAQ:ETNB), resulting in 89bio becoming a wholly owned subsidiary of Roche, according to a statement released Thursday based on a filing with the Securities and Exchange Commission. The acquisition comes as ETNB shares were trading near their 52-week high of $15.06, with the stock having delivered an impressive 85.7% return over the past year according to InvestingPro data.

The transaction was finalized after Roche’s subsidiary, Bluefin Merger Subsidiary, Inc., completed a tender offer for all outstanding shares of 89bio common stock at $14.50 per share in cash, plus one non-tradeable contingent value right (CVR) per share, which may entitle holders to additional payments of up to $6.00 per share if specified milestones are achieved. The offer and withdrawal rights expired at one minute past 11:59 p.m. New York City time on Wednesday. Citibank, N.A., the depositary for the offer, reported that 94,113,710 shares, representing approximately 60.49% of outstanding shares, were validly tendered and not withdrawn. Notices of guaranteed delivery were submitted for an additional 42,485,023 shares, representing about 27.31% of shares.

Following the completion of the tender offer, Bluefin Merger Subsidiary merged with and into 89bio on Thursday, with 89bio continuing as the surviving corporation. The merger was conducted under Section 251(h) of the Delaware General Corporation Law, and no stockholder vote was required. Each remaining share of 89bio common stock not already acquired in the tender offer was converted into the right to receive the same consideration as in the offer.InvestingPro analysis indicates that the acquisition price aligns closely with ETNB’s Fair Value estimate, with the company having experienced substantial price growth of 85% over the last six months. Investors seeking similar opportunities can access comprehensive Pro Research Reports covering 1,400+ top US stocks, which transform complex Wall Street data into actionable intelligence.

In connection with the merger, 89bio notified The Nasdaq Global Market of the transaction’s completion and requested the delisting of its shares, effective before the market opened Thursday. The company also intends to file to terminate the registration of its shares and suspend its reporting obligations with the SEC.

As a result of the merger, the composition of 89bio’s board and executive team changed, with directors and officers from Bluefin Merger Subsidiary assuming roles at 89bio. Certain officers and directors of 89bio received transaction bonuses and supplemental cash retainers in connection with the merger.

This article is based on a statement released in a SEC filing.

In other recent news, Roche has announced its acquisition of 89bio Inc . for $14.50 per share in cash, along with contingent value rights (CVRs) that could add up to $6 per share. This acquisition values 89bio at approximately $2.4 billion in equity, with the total transaction potentially reaching $3.5 billion if all CVR milestones are achieved. The acquisition is part of Roche’s strategic move into liver disease treatments, focusing on 89bio’s FGF21 analog, pegozafermin, which is in late-stage development for Metabolic Dysfunction-Associated Steatohepatitis (MASH). Following the acquisition news, Raymond James downgraded 89bio from Outperform to Market Perform, while Wolfe Research adjusted its rating to Peerperform, indicating limited potential for further stock movement. Meanwhile, H.C. Wainwright initiated coverage on 89bio with a Buy rating, highlighting the potential of pegozafermin in addressing liver conditions and obesity. These developments mark significant shifts in 89bio’s market positioning and future prospects.

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