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Roche's Offer to Purchase Genentech
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This website is a compilation of certain public statements made by Roche regarding Roche's offer to acquire all of the outstanding shares of Genentech for US$95.00 per share in cash. The materials on this website are intended for the use of Roche's shareholders, employees and other constituencies. They are for informational purposes only and do not constitute an offer to purchase or a solicitation of an offer to sell Genentech common stock. The tender offer is being made pursuant to a tender offer statement on Schedule TO (including an offer to purchase, a related letter of transmittal and other offer documents) filed by Roche with the Securities and Exchange Commission (SEC) on February 9, 2009, as amended and supplemented. In connection with the entry into a merger agreement, Roche has amended its tender offer statement (and related materials) and Genentech has amended its solicitation/recommendation statement on Schedule 14D-9. The amended tender offer statement (and related materials) and the amended solicitation/recommendation statement, as they may be further amended and supplemented, contain important information that should be read carefully and considered before any decision is made with respect to the Offer. These materials may be obtained for free by contacting the information agent for the tender offer, MacKenzie Partners, at (212) 929-5500 or (800) 322-2885 (toll-free). Investors and security holders may obtain a free copy of these materials (and all other materials filed by Roche and Genentech with the SEC) at the website maintained by the SEC at www.sec.gov. Investors and security holders may also obtain free copies of the documents filed with the SEC by Genentech at www.gene.com. This site contains certain forward-looking statements. These forward-looking statements may be identified by words such as "believes", "expects", "anticipates", "projects", "intends", "should", "seeks", "estimates", "future" or similar expressions or by discussion of, among other things, strategy, goals, plans or intentions. Various factors may cause actual results to differ materially in the future from those reflected in forward-looking statements contained in this site, including among others: 1. pricing and product initiatives of competitors; 2. legislative and regulatory developments and economic conditions; 3. delay or inability in obtaining regulatory approvals or bringing products to market; 4. developments in financial market conditions, including the market for acquisition financing and other capital markets and fluctuations in currency exchange rates; 5. uncertainties in the discovery, development or marketing of new products or new uses of existing products, including without limitation negative results of clinical trials or research projects and unexpected side-effects of pipeline or marketed products; 6. increased government pricing pressures or changes in third party reimbursement rates; 7. interruptions in production; 8. loss of or inability to obtain adequate protection for intellectual property rights; 9. litigation; 10. potential difficulties in integrating the businesses of Genentech and Roche, and that some or all of the anticipated benefits of the proposed transaction may not be realized on the schedule contemplated or at all; 11. that future dividends are subject to the discretion of the board of directors of Roche and Genentech, as applicable, and a number of other factors, some of which are beyond the control of Roche; 12. the ability of Roche to generate cash flow to, among other things, repay acquisition-related debt as currently contemplated; 13. loss of key executives or other employees; and 14. adverse publicity and news coverage. The directors of Genentech who are also employees of Roche will not take part in the consideration of the proposed transaction by the Genentech board and accordingly are not permitted to comment or respond to questions regarding the transaction as representatives of Genentech. For marketed products discussed in this site, please see full prescribing information on our website - www.roche.com. All mentioned trademarks are legally protected. The passage of time and/or the occurrence of subsequent events can render the materials on this website inaccurate or incomplete. Viewers of this website should consider the dates of issuance of all materials on this website and understand that Roche assumes no obligation to update or correct the materials on this website, whether as a result of new information, future events or otherwise.
