Roche has entered into a merger agreement to acquire 89bio, a San Francisco-based clinical-stage biopharmaceutical company focused on developing innovative therapies for liver and cardiometabolic diseases.

Under the terms of the agreement, an affiliate of Roche will commence a tender offer to acquire all of 89bio’s outstanding shares for a price of USD 14.50 per share in cash at closing, representing an aggregate payment of USD 2.4 billion.

In addition, 89bio's stockholders will receive a non-tradeable CVR to receive up to an aggregate of USD 6.00 per share in cash, for a total transaction equity value of up to approximately USD 3.5 billion on a fully diluted basis.

Rohan Palekar, Chief Executive Officer of 89bio, said, “We are thrilled to be joining with Roche to combine the promise of pegozafermin with Roche’s established global development, manufacturing, and commercialisation capabilities, to accelerate and maximise potential benefit for patients in need and unlock significant shareholder value.”

89bio’s lead candidate, pegozafermin, is currently in Phase 3 trials for the treatment of metabolic dysfunction-associated steatohepatitis (MASH) with advanced fibrosis—including patients with compensated cirrhosis—as well as for severe hypertriglyceridemia (SHTG).

“We are excited about this agreement and to further develop this promising therapy, which we hope will provide people with moderate to severe MASH a new treatment option,” said Boris L. Zaïtra, Head of Roche Corporate Business Development.

“By adding pegozafermin to our cardiovascular, renal, and metabolism portfolio and with our Diagnostics expertise in cardiovascular and metabolic diseases, we are aiming to transform the standard of care and positively impact patients' lives,” he added.

The transaction is expected to close in the fourth quarter of 2025, subject to customary closing conditions. Until then, 89bio will continue to operate as an independent company.

Advisors on the deal include Moelis & Company LLC and Centerview Partners LLC as financial advisors to 89bio, with Gibson, Dunn & Crutcher LLP serving as its legal counsel. Citi is acting as financial advisor to Roche, supported by Sidley Austin LLP as legal counsel.