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Roche faces obstacles in acquiring Genentech

By Nick Taylor , 28-Jul-2008
Last updated on 07-Aug-2008 at 15:08 GMT2008-08-07T15:08:34Z

Roche’s proposed $44bn acquisition of Genentech is facing some opposition with Wall Street saying the offer undervalues the company, disquiet among the biotech’s employees and shareholders suing the Swiss giant.

Voices of discontent have been rumbling since Roche issued its shock offer, which led to interested parties with varying links to the deal raising concerns.

The matter now rests in the hands of a special committee consisting of Genentech’s three independent directors that has been set up to assess the offer.

Charles Sanders, former GlaxoSmithKline CEO, is one of the three board members. He said: "The special committee intends to proceed in a timely manner to review the Roche proposal, which was both unsolicited and unexpected.

The outcome of this process has not been predetermined, and there can be no assurance that the special committee will approve any transaction with Roche."

Acceptance of the bid will depend in part on whether the committee agrees with a number of Wall Street analysts who have described the proposition as a “low-ball offer”.

Roche’s offer put an 8.8 per cent premium on Genentech’s July 18 closing price but since then the biotech’s stock value has shot up by over 15 per cent.

Consequently Roche may have to up its bid but some analysts are questioning whether even the current offer represents good value for the buyer.

The success of the deal will depend in part upon the retention of Genentech’s talent, as a mass ‘brain-drain’ could leave Roche with a $44bn shell of a company.

Roche’s ability to prevent this may rest on to the extent it allows Genentech to act as a distinct entity, preserving its unique culture and leadership.

The company has sought to allay fears that Genentech will be swallowed, with Severin Schwan, Roche CEO, saying: “We will do everything to preserve the unique and science-driven culture of Genentech, something which made Genentech so successful and something we want to build on.”

Whether Genentech’s unique traits such as “doggie day care” and an on-site farmers market remain under Roche could well depend on whether CEO Art Levinson, described by Fortune as an “impish, brilliant scientist”, stays at the helm.

Although Roche has signaled its desire for Levinson to remain in charge its chairman Franz Humer’s comment that Genentech “is not a one-man show” did little to allay fears.

Genentech shareholders sue Roche

In an attempt to block the deal in its current form an investor has filed a lawsuit against Roche, Genentech and various individuals, including Levinson.

The lawsuit criticises the timing of Roche’s offer, accusing the company of trying to capitalise on market instability and a decline in Genentech’s stock value.

Steven Toll, a lawyer for the plaintiff, said: "It is clear that the proposed buyout is on unfair terms and shortchanges Genentech's shareholders."

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