Basel, 23 November 2011
Roche purchases shares in tender offer for Anadys
Roche (SWX: ROG.VX; RO.S; OTCQX; RHHBY) today announced
that its wholly owned subsidiary Bryce Acquisition
Corporation has accepted for payment all shares validly
tendered pursuant to its tender offer for all outstanding
shares of common stock of Anadys Pharmaceuticals, Inc.
(NASDAQ: ANDS) at $3.70 per share in cash.
As of the expiration of the tender offer, a total of
approximately 54,532,568 shares of Anadys common stock were
tendered and not withdrawn (including approximately
2,345,764 shares tendered by delivery of notices of
guaranteed delivery), representing approximately 94% of
Anadys's outstanding shares.
Roche intends to complete the acquisition of Anadys through
a short-form merger without a vote or meeting of Anadys's
shareholders. In the merger, all shares of Anadys not owned
by Anadys, Roche or their respective wholly owned
subsidiaries (other than shares as to which appraisal
rights are validly exercised) will be converted into the
right to receive the same cash consideration per share as
was paid in the tender offer.
Headquartered in Basel, Switzerland, Roche is a leader in
research-focused healthcare with combined strengths in
pharmaceuticals and diagnostics. Roche is the world's
largest biotech company with truly differentiated medicines
in oncology, virology, inflammation, metabolism and CNS.
Roche is also the world leader in in-vitro diagnostics,
tissue-based cancer diagnostics and a pioneer in diabetes
management. Roche's personalised healthcare strategy aims
at providing medicines and diagnostic tools that enable
tangible improvements in the health, quality of life and
survival of patients. In 2010, Roche had over 80,000
employees worldwide and invested over 9 billion Swiss
francs in R&D. The Group posted sales of 47.5 billion Swiss
francs. Genentech, United States, is a wholly owned member
of the Roche Group. Roche has a majority stake in Chugai
Pharmaceutical Co., Ltd., Japan. For more information:
Cautionary Statement Regarding Forward-Looking Statements
Some of the statements contained in this press release are
forward-looking statements, including statements regarding
the expected consummation of the acquisition, which
involves a number of risks and uncertainties including the
satisfaction of closing conditions for the acquisition such
as regulatory approval for the transaction, the tender of a
majority of the outstanding shares of common stock of
Anadys and the possibility that the transaction will not be
completed. These statements are based on our current
expectations, assumptions, estimates and projections about
our business and our industry, and involve known and
unknown risks, uncertainties and other factors that may
cause our or our industry's results, levels of activity,
performance or achievements to be materially different from
any future statements. We generally identify these
statements by words or phrases such as "believe,"
"anticipate," "expect," "intend," "plan," "will," "may,"
"should," "estimate," "predict," "potential," "continue,"
or the negative of such terms or other similar expressions.
If underlying assumptions prove inaccurate or unknown risks
or uncertainties materialize, actual results and the timing
of events may differ materially from the results discussed
in the forward-looking statements, and you should not place
undue reliance on these statements. The information
contained in this press release is as of November 23, 2011.
We disclaim any intent or obligation to update any
forward-looking statements as a result of developments
occurring after the period covered by this report or
Important Additional Information
This press release is for informational purposes only and
does not constitute an offer to purchase or a solicitation
of an offer to sell Anadys common stock. The tender offer
is being made pursuant to a tender offer statement on
Schedule TO (including the Offer to Purchase, Letter of
Transmittal and other related tender offer materials) filed
by Roche with the Securities and Exchange Commission (the
"SEC") on October 25, 2011 [and subsequently amended].
These materials, as they may be further amended from time
to time, contain important information, including the terms
and conditions of the offer, that should be read carefully
before any decision is made with respect to the tender
offer. Investors and Anadys's stockholders can obtain a
free copy of these materials and other documents filed by
Roche with the SEC at the website maintained by the SEC at
www.sec.gov. The tender offer materials may also be
obtained for free by contacting the information agent for
the tender offer, Mackenzie Partners at (212) 929-5500
(call collect) or (800) 322-2885 (toll-free) (USA).