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Roche, Genentech in talks on $47 billion deal

By Jessica Hall

NEW YORK (Reuters) - Roche Holding AG is in talks to buy the shares of Genentech Inc it does not already own for about $95 each, a source familiar with the situation said on Monday.

The two companies began negotiations after Roche raised its offer price on Friday to $93 per share and repeated it was confident of a successful conclusion to the drawn-out takeover battle.

Roche is trying to acquire the 44 percent of Genentech it does not already own. At $95 per share, the deal would be valued at $46.7 billion.

"The new price was enough to get both sides to the table," said the source, who was not authorized to speak to the press.

Genentech declined to comment.

"We announced last Friday a very attractive tender offer for $93 per share and it is now up to the shareholders to decide," said Roche spokesman Alexander Klauser, who declined to comment further.

"At $95 you are really hitting that sweet spot where the deal gets done," said Damien Conover, an analyst at Morningstar.

The Wall Street Journal said an agreement could be announced as early as Monday afternoon, although talks could still break down. Roche is scheduled to hold its annual shareholder meeting on Tuesday. [nL9290475]

"From Roche's perspective, a couple of extra dollars to sweeten the bid is probably not that hard to do, and from Genentech shareholders' perspective, a couple of extra dollars is probably all they need to push them over the edge," Conover said.

Genentech had urged shareholders to take no action on Friday's $93 per share offer and said the special committee of its board would make a formal response "promptly" and explain the reasons for its position.

"I think $93 was an aggressive bid, but it was probably worth a couple of extra dollars to Roche to do this in a friendly manner," said Eric Schmidt, an analyst at Cowen & Co.

Analysts had generally agreed that Roche's previous offer of $86.50 had little chance of success, especially as it represented a decline from the $89 Genentech rejected last summer. Genentech's advisers previously said the company was worth $112 a share.

Analysts believe Roche is hoping to complete the deal ahead of data from a study due in April on Genentech's most important cancer drug, Avastin, that, if positive, could significantly boost its share price.

"I would be shocked if their (Genentech's) special committee agreed to that," Matt Loucks, a portfolio manager for Sit Investment Associates of Minneapolis, which holds about 348,000 shares of Genentech, said of the possible $95 deal price.

"In my opinion any price in the mid-90s undervalues Genentech long-term," Loucks added.

Still, "for people who don't want to step in front of" key Avastin trial data expected next month, $95 is a reasonable offer, Loucks said.

Genentech shares gained $1.78 to $92.64 in afternoon trading on the New York Stock Exchange.

(Reporting by Jessica Hall in New York, with additional reporting by Deena Beasley in Los Angeles, Sam Cage in Zurich and Toni Clarke in Boston; editing by Gerald E. McCormick and Andre Grenon)

(For more M&A news and our DealZone blog, go to http://www.reuters.com/investing/news/mergers )

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