SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
GENENTECH, INC.
(Name of Subject Company)
GENENTECH, INC.
(Names of Person Filing Statement)
Common Stock, Par Value $0.02 Per Share
(Title of Class of Securities)
368710406
(CUSIP Number of Class of Securities)
Sean
A. Johnston
Genentech, Inc.
1 DNA Way
South San Francisco, California 94080-4990
(650) 225-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on
Behalf of the Person Filing Statement)
Copies To:
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Charles M. Nathan
John M. Newell
Latham & Watkins LLP
885 Third Avenue
New York, New York 10022-4834
(212) 906-1200
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Larry W. Sonsini
Martin W. Korman
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300 |
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer. |
Special Committee of Genentech Board of Directors Responds to Roches
Announced Intention to Commence a Tender Offer
South San Francisco, Calif. January 30, 2009 The special committee of the Board of Directors
of Genentech, Inc. (NYSE: DNA) today urged shareholders to take no action at this time with respect
to the announcement by Roche that it intends to commence a tender offer to acquire all of the
outstanding shares of Genentech not owned by Roche for $86.50 per share. The special committee
will take a formal position within 10 business days following the commencement of such a tender
offer.
The special committee reiterated that on August 13, 2008, after careful consideration, it had
unanimously concluded that a proposal from Roche to acquire the shares of Genentech not owned by
Roche for $89.00 per share substantially undervalued the company. Notwithstanding current market
conditions, the special committee continues to believe that $89.00 substantially undervalues the
company, said Charles A. Sanders, the chairman of the special committee of Genentechs Board of
Directors.
The
special committee is disappointed that Roche has taken this unilateral and opportunistic step in an
attempt to take advantage of current market conditions. The special committee has been working diligently toward one goal: assuring full, fair value for
all Genentechs minority shareholders, said Dr. Sanders, The special committee has been actively
engaged with Roche to assist Roche in making a proposal that recognizes the value of the company
and reflects the significant benefits that would accrue to Roche as a result of full ownership.
The special committee is represented by Goldman, Sachs & Co. and Latham & Watkins LLP. The Company
is represented by Wilson Sonsini Goodrich & Rosati.
About Genentech
Founded more than 30 years ago, Genentech is a leading biotechnology company that discovers,
develops, manufactures and commercializes medicines to treat patients with significant unmet
medical needs. The company has headquarters in South San Francisco, California and is listed on the
New York Stock Exchange under the symbol DNA. For additional information about the company, please
visit http://www.gene.com.
The tender offer proposed by Roche referred to in this release has not commenced. If and when
commenced, Genentech will file with the Securities and Exchange Commission a
Solicitation/Recommendation Statement on Schedule 14D-9. Genentech shareholders are advised to read
Genentechs Solicitation/Recommendation Statement on Schedule 14D-9 if and when it becomes
available because it will contain important information. Shareholders may obtain a free copy of the
Solicitation/Recommendation Statement on Schedule 14D-9 (if and when it becomes available), as well
as any other documents filed by Genentech in connection with the tender offer by Roche, if and when
it is commenced, free of charge at the SECs website at
http://www.sec.gov.