Roche has agreed to acquire US biotechnology company 89bio in a transaction worth up to US$3.5 billion, strengthening its pipeline in liver disease and cardiometabolic therapies.
Under the definitive merger agreement announced on 18 September, Roche will pay US$14.50 per share in cash at closing, a premium of around 79 percent to 89bio’s last closing price. The deal also includes a contingent value right (CVR) of up to US$6.00 per share tied to future regulatory and commercial milestones, bringing the total potential consideration to approximately US$3.5 billion on a fully diluted basis.
The upfront payment values the transaction at about US$2.4 billion. The CVR milestones include the first commercial sale of pegozafermin in cirrhotic MASH patients by March 2030, and two escalating net sales targets — US$3 billion annually by the end of 2033, and US$4 billion annually by the end of 2035. If achieved, these payments would be distributed to shareholders in full.
89bio’s lead asset is pegozafermin, a fibroblast growth factor 21 (FGF21) analog in Phase 3 trials for the treatment of metabolic dysfunction-associated steatohepatitis (MASH), including patients with advanced fibrosis and cirrhosis. The candidate is also being evaluated in severe hypertriglyceridemia. The compound is designed with glycoPEGylation technology to extend half-life and improve tolerability, offering a potential best-in-class profile.
Levi Garraway, Chief Medical Officer at Roche, said: “There is a high unmet medical need for patients with moderate to severe MASH, especially those with cirrhosis. Pegozafermin has the potential to be a transformative therapy and aligns well with our strategic focus in cardiometabolic diseases.”
The acquisition, expected to close in the fourth quarter of 2025, is subject to customary conditions, including the tender of a majority of 89bio shares and regulatory approvals. The CVRs are non-transferable, meaning shareholders will only benefit if the milestones are reached while holding the rights.
89bio, based in San Francisco, has positioned itself as a key player in metabolic and liver disease drug development. MASH, formerly known as NASH, affects millions of patients globally and is linked to rising rates of obesity and diabetes. Despite significant industry investment, few effective therapies have reached the market.
Roche’s move comes as major pharmaceutical companies step up acquisitions in the cardiometabolic space, seeking to diversify pipelines and tap into high-growth treatment areas. The competitive environment is tightening, with several late-stage drug candidates from other biotechs and large pharmaceutical groups in development.
For shareholders, the near-term value lies in the upfront cash premium, while the long-term upside depends on whether pegozafermin clears regulatory, clinical, and commercial hurdles to achieve the specified milestones.
