Roche enters into a definitive merger agreement to acquire 89bio, and its phase 3 FGF21 analog for the therapy of moderate to severe MASH

Core Viewpoint - Roche has entered into a definitive merger agreement to acquire 89bio, Inc., a clinical-stage biopharmaceutical company focused on innovative therapies for liver and cardiometabolic diseases, with the transaction expected to close in Q4 2025 [1][10]. Group 1: Acquisition Details - Roche will commence a tender offer to acquire all outstanding shares of 89bio at a price of US$14.50 per share in cash, plus a non-tradeable contingent value right (CVR) for milestone payments of up to US$6.00 per share, representing a total equity value of approximately US$2.4 billion and a total deal value of up to US$3.5 billion [5][8]. - The acquisition price represents a premium of approximately 52% to 89bio's 60-day volume-weighted average price (VWAP) as of September 17, 2025 [5]. Group 2: Strategic Rationale - The acquisition enhances Roche's portfolio in cardiovascular, renal, and metabolic diseases (CVRM) and provides opportunities for future combination development with existing programs [2][3]. - Pegozafermin, 89bio's lead candidate, is positioned to potentially deliver best-in-disease efficacy for moderate to severe Metabolic Dysfunction-Associated Steatohepatitis (MASH) patients, addressing critical unmet needs in this area [3][8]. Group 3: Employee Integration - Current employees of 89bio will join Roche's Pharmaceuticals Division as part of the acquisition [4]. Group 4: Milestone Payments - The non-tradeable CVR will entitle holders to contingent cash payments based on the achievement of specific commercial milestones, including US$2.00 per share upon the first commercial sale of pegozafermin in F4 MASH cirrhotic patients by March 31, 2030 [7][17].