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Highlights
- Roche to acquire 89bio for USD 14.50 per share in cash at closing.
- Stockholders to receive a non-tradeable Contingent Value Right (CVR) of up to USD 6.00 per share.
- Closing expected in Q4 2025, subject to customary conditions.
89bio, Inc. (Nasdaq:ETNB) is a clinical-stage biopharmaceutical company focused on therapies for liver and cardiometabolic diseases. The company’s lead candidate, pegozafermin, is in Phase 3 trials for metabolic dysfunction-associated steatohepatitis (MASH) with advanced fibrosis, including patients with compensated cirrhosis, and for severe hypertriglyceridemia (SHTG). Headquartered in San Francisco, 89bio works on advancing potential treatments in areas with limited therapeutic options.
Transaction Terms
Under the merger agreement, Roche will acquire all outstanding shares of 89bio for USD 14.50 per share in cash at closing. This represents an aggregate cash payment of about USD 2.4 billion. In addition, stockholders will receive a non-tradeable Contingent Value Right (CVR) of up to USD 6.00 per share, payable upon the achievement of specific milestones.
The CVR structure includes:
- USD 2.00 per share upon the first commercial sale of pegozafermin in F4 MASH cirrhotic patients by March 31, 2030.
- USD 1.50 per share upon pegozafermin achieving global annual net sales of at least USD 3.0 billion in any calendar year by December 31, 2033.
- USD 2.50 per share upon global annual net sales reaching at least USD 4.0 billion in any calendar year by December 31, 2035.
The combined consideration brings the total potential equity value of the deal to approximately USD 3.5 billion on a fully diluted basis.
The closing of the transaction is subject to customary conditions, including the tender of shares representing a majority of outstanding stock, regulatory review, and other required approvals. Following completion, Roche will acquire all remaining shares through a second-step merger at the same price of USD 14.50 per share in cash, plus the CVR entitlement.
The transaction is currently expected to close in Q4 2025. Upon completion, 89bio will be integrated into Roche’s Pharmaceuticals Division, where pegozafermin will continue development under Roche’s global resources and infrastructure.
Recent Update
The acquisition was announced on 17 September 2025. The per-share cash offer of USD 14.50 represents a 79% premium to the closing stock price of 89bio, Inc. (Nasdaq:ETNB) on the day before the announcement and a 52% premium to its 60-day volume-weighted average price (VWAP). The merger agreement has been unanimously approved by the company’s Board of Directors, which also unanimously recommends that stockholders tender their shares in the offer.
Until the closing of the transaction, 89bio will continue to operate independently. Upon completion, the company will become part of Roche’s Pharmaceuticals Division.
