Roche to acquire 89bio for $14.50/share plus CVR; total equity value up to ~$3.5B

89bio, Inc.

89bio stockholders receive $14.50/share cash at closing plus non-tradeable CVR for up to $6.00/share, total up to ~$3.5B
Premium of ~79% to 17 Sep 2025 close; tender offer expected to commence no later than 1 Oct 2025
CVR milestones: $2.00 upon first commercial sale of pegozafermin in F4 MASH by Mar 2030; $1.50 if net sales >= $3B by Dec 2033; $2.50 if >= $4B by Dec 2035
Board unanimously recommends; RA Capital funds (~13.4% of shares) agreed to tender via Support Agreement
Termination fee of $79.9M payable by 89bio or by Roche (reverse fee) under specified circumstances

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