Roche entered a merger agreement on September 18, 2025, to acquire 89bio, Inc. (ETNB) in a deal valued at $2.4 billion.
Roche will commence a tender offer to acquire all of the outstanding shares of 89bio common stock for $14.5 per share in cash at closing, plus a non-tradeable CVR to receive certain milestone payments of up to an aggregate of $6 per share in cash.
The upfront cash price of $14.5 represents a 79.46% premium from the stock’s last close.
Each non-tradeable CVR gives holders the right to receive cash payments if certain milestones are met:
$2 per share if pegozafermin is first sold for F4 MASH cirrhotic patients by March 31, 2030.
$1.5 per share if pegozafermin’s global yearly sales reach at least $3.0 billion by December 31, 2033.
$2.5 per share if pegozafermin’s global yearly sales reach at least $4.0 billion by December 31, 2035.
89bio is a clinical-stage biopharmaceutical company developing pegozafermin, a potential first-in-class therapy for advanced liver disease (MASH with fibrosis) and severe high triglycerides.
Roche is a global biotechnology leader based in Switzerland, developing innovative medicines and diagnostics to improve lives, with strengths in personalized healthcare, pharmaceuticals, and in-vitro diagnostics.
The deal is expected to close in the fourth quarter of 2025.
All current 89bio employees will transition to the Roche Group, becoming part of Roche’s Pharmaceuticals Division.
89bio received financial advice from Moelis & Co. and Centerview Partners, and legal counsel from Gibson, Dunn & Crutcher. Roche was advised by Citi on financial matters and by Sidley Austin on legal matters.
For comprehensive details on this significant M&A transaction, we invite you to visit the Deal Metrics page here:
Deal Metrics for the acquisition of 89bio, Inc. (ETNB) by Roche
The Deal Metrics page for each merger or acquisition includes:
– A spread history chart of the merger from announcement through eventual completion or failure.
– Every event as the merger progresses through the expiration of the HSR period, various regulatory approvals, shareholder votes, etc.
– News and SEC filings.
– A history of deal updates.
– And a whole lot more.
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Editor’s Note: Baranjot Kaur contributed to this article