但是，不写不行！心痛啊，这个Biotech legendary 的故事说明了什么呢？我想用Green Day的一首歌名可以很好诠释：Boulevard of Broken Dreams. 你有超好的blockbuster drug 和Phase 2 product line又咋样，你的company culture那么laid back又怎样。3.12.2009, Roche又用冷冷的事实说明: Size Does Matter. 我Roche现在还能勉强拿出 $46.4 billion, 我就买你又如何？
Before yesterday, Genentech的story对于生技领域的人代表的是一种梦想的实现，是从90年代末就开始宣传所谓21世纪生物技术时代的实体表现。Genetech = The promise of Biotechnology. 对于lala来说，我只记得我学的第一个生技产业化的case study是他们的humanized insulin, 研究生时做的bioseparation course的一个term project是关于Herceptin, 以及Intern的mentor 欢姐的踏实细心对我的influence. 业界常常津津乐道的Genentech和East Coast的pharma的最大区别是什么？ They focus on Research and Innovation, the basic science for cancer treatment, rather than the market-driven BIg pharmas. Genentech的science papers are more often cited than any other published by universities, including Harvard. 去年他们的CEO Art Levinson被评为the nicest CEO in 2008, 整个company culture 健康的可能连早期的google也不能相比(几乎一直排在100 company to work for的一二名）。可是在这个economic downturn的Boulevard上，在夹道相挟的Big Pharma的淫威下，这个biotech history里33年的dream works, 也终于破灭了。据说Roche去年七月某个周一最早宣布要全部买入Genentech的时候，傲慢而无理的在周日告诉Art这样一个arrogant and greedy 的计划。
最后，我还是要客气一点，送BIG Pharma的各大CEO们一个小小的中国特产“卧槽泥马”作为deal谈成的嘉奖吧。Hope你们可以真正懂得和做到Pharma与Biotech的business synergy and survive eventually.
Roche and Genentech Reach a Friendly Agreement to Combine the Two Organizations and Create a Leader in Healthcare Innovation
Basel, Switzerland and South San Francisco, California — March 12, 2009 —
Roche (SWX: ROG.VX; RO.S) and Genentech (NYSE: DNA) announced today that they signed a merger agreement under which Roche will acquire the outstanding publicly held interest in Genentech for US$95.00 per share in cash, or a total payment of approximately US$46.8 billion to equity holders of Genentech other than Roche. The special committee of Genentech’s Board of Directors has approved the agreement and recommends that Genentech shareholders tender their shares in Roche’s tender offer.
Dr. Charles Sanders, Chairman of the Special Committee of Genentech’s Board of Directors, said: "We believe this is a fair offer for Genentech shareholders, and the Committee is pleased to come to a successful conclusion of this process. We look forward to working with Roche to complete the transaction as expeditiously as possible."
Franz B. Humer, Chairman of the Roche Group, said: "We are very pleased that we have reached an agreement with Genentech and secured a positive recommendation from the special committee. As stated previously, an agreed transaction offers clear and important advantages for the shareholders of both companies. I am delighted that the intensive negotiations have led to a successful conclusion. Working together, we aim to close the transaction quickly, thus removing uncertainty for employees and allowing us to focus even more intently on innovation and long-term projects. We have tremendous respect for our colleagues at Genentech and look forward to working with them to further accelerate our search for solutions to unmet medical needs."
Arthur D. Levinson, Ph.D., chairman and chief executive of Genentech, said: "We have had a highly successful partnership with Roche for more than 18 years, and we intend to pursue our shared goal of discovering medications for serious and life-threatening conditions. We look forward to working with our partners at Roche to ensure a smooth transition once the transaction is complete and to continue our mission of serving patients."
Severin Schwan, CEO of the Roche Group, said: "Roche and Genentech saw the potential of a pharma-biotechnology partnership early on and we are now in an enviable position to expand on the success of our longstanding relationship, which has been a source of immense value for patients, employees and shareholders of both companies. We are excited about working with our colleagues at Genentech and look forward to partnering with them to develop a plan for the successful combination of the two companies."
Roche will amend its existing tender offer to reflect the increased price and eliminate the financing and certain other conditions to the offer. The tender offer remains subject to the condition that a majority of the public shareholders tender their shares. If the tender offer is completed, Roche will promptly consummate a second-step merger in which all remaining public shareholders will, without the need for further action by any public shareholder, receive $95.00 per share for their shares. Roche and Genentech have also amended their affiliation agreement to permit all shareholders to receive the same increased price in the tender offer and the merger. The expiration date for the offer is March 25, 2009. As of the close of business on March 11, 2009, approximately 2.9 million shares have been tendered pursuant to the offer.
Strong benefits for both Genentech and Roche
The combined company will be the seventh largest U.S. pharmaceuticals company in terms of market share. It will generate approximately US$17 billion in annual revenues and will employ around 17,500 employees in the U.S. pharmaceuticals business alone, including a combined sales force of approximately 3,000 people.
Research and early development will operate as an independent center within Roche from its existing campus in South San Francisco, retaining its talent and approach to discovering and progressing new molecules. Roche’s Pharma commercial operations in the U.S. will be moved from Nutley, New Jersey to Genentech’s site in South San Francisco. The combined company’s U.S. commercial operations in pharmaceuticals will operate under the Genentech name, leveraging the strong brand value of Genentech in the U.S. market. The existing U.S. sales organizations of both companies will be maintained, resulting in a very strong presence in several specialty areas.
The transaction will provide the opportunity to simplify the structure of the combined organization and maximize the benefits of enhanced scale. Roche has already begun to wind down operations at its Palo Alto facility and will relocate the site’s Virology research and development activities to South San Francisco. Roche’s Palo Alto Inflammation group is in the process of becoming part of Roche’s Nutley research and development organization. Genentech’s Late Stage Development and Manufacturing operations will be combined with the global operations of Roche, achieving substantial scale benefits, operational synergies and cost avoidance. Roche’s manufacturing operations in Nutley will be closed and support functions, such as informatics and finance, will be consolidated with those of Genentech.
Roche expects the combination to generate annual pre-tax cost synergies of approximately US$750 to $850 million. Synergies will be largely driven by reducing complexity and eliminating duplicative functions and processes in areas like late stage development, manufacturing, corporate administration and support functions. Savings resulting from this combination will enable the new company to increase and better focus its investment in innovation.
The transaction is expected to be accretive to Roche’s earnings per share in the first year after closing. The combined company will generate substantial free cash flow that will enable it to rapidly reduce acquisition-related debt, invest in further product launches and retain strategic flexibility.