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][9]. 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][7]. - 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][7]. - The merger agreement has been unanimously approved by the boards of both Roche and 89bio [5]. Group 2: Strategic Rationale - The acquisition supports Roche's strategy to enhance its portfolio in cardiovascular, renal, and metabolic diseases (CVRM), particularly targeting conditions associated with obesity and metabolic dysfunction [2][3]. - Pegozafermin, 89bio's lead candidate, is positioned to potentially offer best-in-disease efficacy for moderate to severe Metabolic Dysfunction-Associated Steatohepatitis (MASH) patients, addressing critical unmet needs in this area [3][7]. - The distinct mechanism of action of pegozafermin may create synergies with Roche's existing CVRM portfolio, allowing for future combination development [2][3]. Group 3: Market Context - MASH is a serious and increasingly prevalent form of fatty liver disease, affecting an estimated 5-7% of the global adult population, with a significant association with obesity and type 2 diabetes [11]. - The condition can progress to severe complications, including cirrhosis and hepatocellular carcinoma, highlighting the need for effective treatment options [11]. Group 4: Employee Integration - Current employees of 89bio will join Roche's Pharmaceuticals Division as part of the acquisition [4].