Roche, a Switzerland-based healthcare company, announced a definitive merger agreement to acquire 89bio, a U.S. clinical-stage biopharmaceutical company developing therapies for liver and cardiometabolic diseases. The acquisition, valued at up to $3.5 billion, will include an upfront cash payment of $14.50 per share and contingent value rights (CVRs) of up to $6 per share, depending on future milestones. This represents a total equity value of approximately $2.4 billion at closing.
Citi advised Roche, with Sidley Austin LLP acting as legal counsel, while Moelis & Company LLC and Centerview Partners LLC advised 89bio alongside Gibson, Dunn & Crutcher LLP. The deal, expected to close in the fourth quarter of 2025, is subject to customary conditions, including antitrust clearance and shareholder approvals.
The transaction strengthens Roche’s cardiovascular, renal, and metabolic disease portfolio by adding 89bio’s late-stage therapy candidate, pegozafermin, a fibroblast growth factor 21 analog for treating Metabolic Dysfunction-Associated Steatohepatitis (MASH).
Thomas Schinecker, Roche Group CEO, said, “This acquisition further strengthens our portfolio in cardiovascular, renal, and metabolic diseases and offers opportunities to explore combinations with existing programmes in our pipeline.” He added that pegozafermin’s anti-fibrotic and anti-inflammatory properties could make it a transformative treatment for moderate to severe MASH patients. Current 89bio employees will join Roche’s Pharmaceuticals Division, as the company aims to advance therapies addressing liver fibrosis, cirrhosis, and other complications associated with obesity and type 2 diabetes.
