Behind-the-Scenes Details of 89bio’s $2.4B Deal with Roche

Roche agreed to acquire 89bio for $14.50 per share in cash, amounting to a $2.4 billion equity value, with the potential for additional milestone payments that could bring the total deal value up to $3.5 billion134.

Shareholders will receive a non-tradeable contingent value right (CVR), offering up to $6 per share, contingent on future regulatory and commercial milestones related to 89bio’s lead drug, pegozafermin234.

The acquisition price is a nearly 80% premium to 89bio’s closing stock price on September 17, 2025, and a 52% premium to its 60-day volume-weighted average price, indicating Roche's strong confidence in 89bio’s prospects14.

89bio’s lead asset, pegozafermin, is a late-stage (Phase 3) glycoPEGylated FGF21 analog developed for treating MASH (Metabolic dysfunction-associated steatohepatitis), a liver disease closely linked to obesity and metabolic dysfunction123.

The deal structure ties major portions of the total consideration to pegozafermin’s commercial success, with milestone payments scheduled in 2030, 2033, and 2035 if the drug achieves specific sales targets2.

The merger was unanimously approved by 89bio's Board of Directors, and Roche will initiate a tender offer, with closing expected in Q4 2025 subject to regulatory approvals and possible competing offers24.

The acquisition allows Roche to expand its portfolio in metabolic and liver diseases and positions it among key pharma players pursuing new treatments for MASH, a disease affecting millions but with limited approved therapies so far13.

89bio will become part of Roche’s Pharmaceuticals Division, leveraging Roche’s global capabilities to accelerate the development and commercialization of pegozafermin4.

Sources:

1. https://www.statnews.com/2025/09/18/roche-89bio-mash-obesity-pegozafermin/

2. https://ground.news/article/89bio-inc-announces-agreement-to-be-acquired-by-roche-89bio-nasdaq-etnb_7db0fc

3. https://www.biopharmadive.com/news/roche-89bio-deal-acquire-mash-drug-fgf21-pegozafermin/760483/

4. https://www.ainvest.com/news/roche-agrees-acquire-89bio-3-5-bln-2509/