Globenewswireยท2025-09-18 05:02Core Viewpoint - 89bio, Inc. has entered into a merger agreement with Roche, with a cash acquisition price of $14.50 per share, representing a premium of approximately 79% over its closing stock price on September 17, 2025, and a total transaction equity value of up to approximately $3.5 billion on a fully diluted basis [1][3][5] Company Overview - 89bio is a clinical-stage biopharmaceutical company focused on developing innovative therapies for liver and cardiometabolic diseases, currently in Phase 3 trials for its lead candidate, pegozafermin [10] - Pegozafermin is a fibroblast growth factor 21 (FGF21) analog designed to treat metabolic dysfunction-associated steatohepatitis (MASH) and severe hypertriglyceridemia (SHTG) [10] Transaction Details - Roche will commence a tender offer to acquire all outstanding shares of 89bio for $14.50 per share, with an aggregate payment of $2.4 billion, plus a non-tradeable contingent value right (CVR) for up to an additional $6.00 per share [3][5] - The total transaction equity value could reach approximately $3.5 billion on a fully diluted basis, contingent upon the achievement of specified milestones [1][3][5] Contingent Value Rights (CVR) - The CVR will provide cash payments based on the achievement of certain milestones, including: - $2.00 per share upon the first commercial sale of pegozafermin in F4 MASH cirrhotic patients by March 31, 2030 - $1.50 per share if annual net sales reach at least $3.0 billion by December 31, 2033 - $2.50 per share if annual net sales reach at least $4.0 billion by December 31, 2035 [6] Strategic Implications - The merger aims to combine 89bio's innovative therapy with Roche's global development and commercialization capabilities, enhancing the potential benefits for patients and unlocking significant shareholder value [2] - Roche plans to integrate pegozafermin into its cardiovascular, renal, and metabolism portfolio, aiming to transform the standard of care for patients with moderate to severe MASH [2]