Roche Launches Tender Offer for 89bio at $14.50 Per Share Plus CVR
- Roche offers $14.50 per share plus up to $6.00 CVR for 89bio shares.
- Tender offer expires at 11:59 p.m. on October 29, 2025.
- Completion expected in Q4 2025, pending customary conditions.
- Bluefin Merger Subsidiary, Inc. is the acquirer in the tender offer.
Tender Offer Details
Roche has initiated a tender offer for all outstanding shares of 89bio, Inc. at $14.50 per share in cash, plus a non-tradeable contingent value right (CVR) for potential milestone payments up to $6.00 per share. This offer follows a merger agreement dated September 17, 2025, involving Roche Holdings, Inc., Bluefin Merger Subsidiary, Inc., and 89bio.
Offer Timeline
The tender offer is set to expire at one minute after 11:59 p.m., New York City time, on October 29, 2025, unless extended. The transaction is expected to close in the fourth quarter of 2025, subject to customary conditions.
Regulatory Filings
Roche has filed a tender offer statement on Schedule TO with the SEC, detailing the terms and conditions. 89bio has filed a Solicitation/Recommendation Statement on Schedule 14D-9, recommending stockholders tender their shares.
Conditions and Next Steps
The offer requires the expiration or termination of the Hart-Scott-Rodino waiting period and a majority of shares to be tendered. It is not subject to any financing condition. Shares not acquired in the tender offer will be purchased in a second-step merger at the same price and terms.
Source: Roche