- Roche's subsidiary accepted all validly tendered shares of 89bio at $14.50 per share.
- The tender offer expired on October 29, 2025, with 60.49% of shares tendered.
- Roche plans to merge Bluefin Merger Subsidiary, Inc. with 89bio, delisting it from Nasdaq.
- 89bio is in Phase 3 trials for pegozafermin, a fibroblast growth factor 21 analog.
Tender Offer Details
Roche's subsidiary, Bluefin Merger Subsidiary, Inc., has accepted all shares validly tendered in its offer for 89bio, Inc. shares. The offer was priced at $14.50 per share in cash, with an additional non-tradeable contingent value right (CVR) for potential milestone payments up to $6.00 per share. The tender offer concluded at one minute past 11:59 p.m. on October 29, 2025, without extension.
Shareholder Participation
Citibank, N.A., the depositary for the tender offer, reported that approximately 94,113,710 shares of 89bio's common stock were validly tendered, representing about 60.49% of the total outstanding shares. This excludes shares tendered by notice of guaranteed delivery, pending receipt of certificates.
Merger Plans
Roche intends to finalize the acquisition of 89bio by merging Bluefin Merger Subsidiary, Inc. with 89bio. This merger will proceed without a vote or meeting of 89bio's stockholders. Post-merger, all remaining shares of 89bio not owned by Roche or its subsidiaries will be converted to the same consideration as the tendered shares, including the CVR. Following the merger, 89bio will become a wholly owned subsidiary of Roche, and its shares will be delisted from the Nasdaq Global Market.
89bio's Focus
89bio is a clinical-stage biopharmaceutical company focused on developing therapies for liver and cardiometabolic diseases. Its lead candidate, pegozafermin, is in Phase 3 trials for treating metabolic dysfunction-associated steatohepatitis (MASH) with advanced fibrosis and severe hypertriglyceridemia (SHTG). Pegozafermin is a fibroblast growth factor 21 (FGF21) analog designed with glycoPEGylated technology to enhance biological activity.
