2008-07-24 14:57:53 - On July 22, 2008, Chimicles & Tikellis LLP filed a class action lawsuit on behalf of shareholders of Genentech, Inc. against Genentech, Inc., and Roche Holding Ltd. asserting claims for breaches of fiduciary duty against the directors of Genentech and breaches of fiduciary duty and entire fairness against Roche and its three designees on the Genentech board of directors, in connection with the proposed acquisition by Roche of all of the outstanding shares of Genentech stock it does not already own for $89.00 per share.

On July 22, 2008, Chimicles & Tikellis LLP filed a class action lawsuit on behalf of shareholders of Genentech, Inc., in the Court of Chancery of the State of Delaware, against Genentech, Inc. ("Genentech" or the "Company"), its Board of Directors, Roche Holdings, Inc. ("Roche Inc.") and Roche Holding Ltd. ("Roche Ltd.," and together with Roche Inc., "Roche") asserting claims

for breaches of fiduciary duty against the directors of Genentech and breaches of fiduciary duty and entire fairness against Roche and its three designees on the Genentech board of directors, in connection with the proposed acquisition by Roche of all of the outstanding shares of Genentech stock it does not already own for $89.00 per share ("Proposed Acquisition").

After months of internal deliberation, on July 21, 2008, Roche announced that it had submitted a proposal to acquire all the outstanding stock of Genentech which Roche does not already own for $89.00 per share in cash. Roche had not informed Genentech of its intent to do so until Sunday, July 20, 2008, the night prior to the proposal. The Proposed Acquisition represents a mere 8.8% premium over the Company's closing price of Friday July 18, 2008. According to Dealogic, the average premium offered in similar squeeze-out deals is 21% this year, well above the 8.8% offered by Roche. The bid by Roche is an opportunistic attempt to buy the remaining shares of Genentech for an unfairly low price. On July 14, 2008, the Company raised its 2008 earnings forecast. The Proposed Acquisition is also timed opportunistically to take advantage of the weakness of the U.S. Dollar against the Swiss Franc and to secure a bargain price before the public release of research data on Genentech's developmental colon cancer drug, Avastin. By squeezing out Genentech's public stockholders, Roche stands to benefit by increased profits of over $800 million and pretax savings of $750 - $850 million. Roche holds approximately 55.9% of voting power of Genentech's shares and has the power to designate three of the seven members of the Genentech Board. Roche also has many other powers of control under its many agreements with Genentech. By virtue of its control power, Roche controls Genentech and its board of directors, ensuring that the Genentech Board is conflicted and cannot act effectively on behalf of the Genentech public stockholders. As such, Roche stands to profit significantly from the Proposed Acquisition at the expense of Genentech's public stockholders.

The Action alleges that the proposed acquisition by Roche is not in the best interests of Genentech's shareholders because, among other things, it is not fairly priced, Roche is making an opportunistic offer, and by virtue of Roche's control over Genentech and its Board, Genentech's Board is disabled from effectively acting on behalf of the unaffiliated public stockholders. Given the inability of Genentech's Board to ensure the best deal and fair value for Genentech, only independent shareholder litigants are now in a position to ensure that the Genentech's shareholders will not be forced to exchange their shares for less than fair compensation.

The Verified Class Action Complaint, as filed, is attached here.

If you wish to discuss this Action further, have any questions concerning your rights or interests, or need additional information on this Action please use the contact form below, or contact:
Pamela S. Tikellis (PamelaTikellis@chimicles.com), or
Robert J. Kriner, Jr. (RobertKriner@chimicles.com), or
A. Zachary Naylor (ZacharyNaylor@chimicles.com)

Chimicles & Tikellis LLP
P.O. Box 1035, One Rodney Square, Wilmington, DE 19899
Phone: 302-656-2500