On Thursday, Roche Holdings AG (OTC:RHHBY) agreed to acquire 89bio, Inc. (NASDAQ:ETNB) for $2.4 billion. 89Bio is a clinical-stage biopharmaceutical company focused on the development and commercialization of therapies for liver and cardiometabolic diseases.

Roche will acquire the company for $14.50 per share, representing a premium of approximately 79% to 89bio’s closing stock price on September 17, 2025, the last trading day before the announcement of the transaction, and a premium of 52% to 89bio’s 60-day volume-weighted average price.

In addition, 89bio stockholders will receive a non-tradeable CVR to receive certain contingent payments of up to an aggregate of $6.00 per share in cash upon achievement of specified milestones, for a total transaction equity value of up to approximately $3.5 billion on a fully diluted basis.

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89bio’s pegozafermin is a FGF21 analog currently in late-stage development for MASH in moderate and severe fibrotic patients (F2 and F3 stages) as well as cirrhotic patients (F4 stage).

Acquiring 89bio, therefore, fosters Roche’s activities to build a robust and differentiated pipeline that targets additional causes of metabolic disease.

“With its combined anti-fibrotic and anti-inflammatory mechanism, pegozafermin could potentially offer best-in-disease efficacy for all moderate to severe MASH patients,” said Thomas Schinecker, Roche Group CEO.

Each non-tradeable CVR will entitle its holders to receive the following contingent cash payments:

$2.00 per share in cash, upon the first commercial sale of pegozafermin in F4 MASH cirrhotic patients (by March 31, 2030)

$1.50 per share in cash, upon pegozafermin reaching annual net sales globally of at least US $3.0 billion in any calendar year (by December 31, 2033)

$2.50 per share in cash, upon pegozafermin reaching annual net sales globally of at least US $4.0 billion in any calendar year (by December 31, 2035).

The transaction is currently expected to close in the fourth quarter of 2025.

Price Action: ENTB stock is up 85.15% at $14.97 at the last check on Thursday.

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