Roche has signed a definitive merger agreement for the acquisition of clinical-stage biopharmaceutical company 89bio, for a total equity value of around $2.4bn.
Under the deal, Roche will initiate a tender offer to purchase all outstanding shares of 89bio common stock at $14.50 per share in cash.
This will also include a non-tradeable contingent value right (CVR) that could yield payments of up to $6 per share based on specific milestones.
The potential total deal value represents up to $3.5bn.
The offer represents a premium of approximately 52% over 89bio’s 60-day volume-weighted average price as of 17 September 2025.
The boards of directors of both Roche and 89bio unanimously approved the transaction.
The deal is anticipated to close in the fourth quarter (Q4) of 2025, subject to customary closing conditions, including the tender of a majority of 89bio’s shares and regulatory approvals.
Upon closing, 89bio’s current employees will be transitioned to Roche’s pharmaceuticals division.
Roche Group CEO Thomas Schinecker said: “This acquisition further strengthens our portfolio in cardiovascular, renal, and metabolic diseases and offers opportunities to explore combinations with existing programmes in our pipeline.
“We are highly encouraged by pegozafermin’s potential to become a transformative treatment option in MASH, one of the most prevalent comorbidities of obesity, and to meet diverse patient needs associated with this complex disease.
“With its combined anti-fibrotic and anti-inflammatory mechanism, pegozafermin could potentially offer best-in-disease efficacy for all moderate to severe MASH patients.”
The acquisition includes 89bio’s lead product, pegozafermin, a fibroblast growth factor 21 (FGF21) analogue with glycoPEGylated technology.
Pegozafermin is currently in late-stage trials for the treatment of metabolic dysfunction-associated steatohepatitis (MASH) with advanced fibrosis.
Last year, the European Medicines Agency (EMA) granted priority medicines (PRIME) status to pegozafermin.
The CVR entitles 89bio shareholders to contingent cash payments based on the achievement of certain commercial milestones related to pegozafermin.
Citi served as financial adviser while Sidley Austin served as legal adviser to Roche on this transaction.
Moelis & Company and Centerview Partners served as financial advisers while Gibson, Dunn & Crutcher served as legal adviser to 89bio.
