89Bio, Inc. SEC Filings

89bio, Inc. is subject to a tender offer that, if successful, will be followed by a merger in which Merger Sub will merge into the company with the company surviving. Holders will receive a non-tradeable contingent value right (CVR) that may pay up to $6.00 per share in aggregate if specified milestones are met; payments will be in cash, without interest and net of applicable withholding taxes.

The filing emphasizes that the 14D-9 and related tender offer and merger materials contain the full terms and conditions and should be reviewed in their entirety before deciding whether to tender shares. Materials are available free from the SEC website and from 89bio's Investors & Media website. The filing includes an employee email first used on September 18, 2025.

89bio, Inc. entered into a merger agreement with Roche Holdings and a merger subsidiary under which Roche will commence a tender offer to acquire all outstanding shares for $14.50 in cash per share plus one non-tradeable CVR per share that can pay up to an aggregate $6.00 per share if specified clinical and regulatory milestones are met. The tender offer initially will remain open for 20 business days and may be extended in limited increments, and at the Effective Time each outstanding share (other than excluded shares) will convert into the right to receive the tender consideration.

The CVRs are non-transferable except for limited exceptions and tie payments to three milestone outside dates: Milestone 1 by March 31, 2030, Milestone 2 by December 31, 2033, and Milestone 3 by December 31, 2035. Supporting stockholders representing approximately 13.4% of shares agreed to tender and vote in favor. The agreement includes a $79.9 million termination fee (and a reciprocal reverse fee) in specified circumstances and is subject to HSR and other regulatory clearances.

Janus Henderson Group plc filed a Schedule 13G/A disclosing beneficial ownership of 20,788,363 shares of 89BIO, Inc., equal to 14.2% of the class. The filing reports shared voting power and shared dispositive power of 20,788,363 shares and indicates no sole voting or dispositive power for that reporting person.

Janus Henderson Biotech Innovation Master Fund Ltd separately reports beneficial ownership of 7,392,199 shares (5.1%) with shared voting and dispositive power. Item 4 notes JHIUS may be deemed the beneficial owner of 20,463,654 shares (13.3%). A power of attorney executed December 9, 2022 is attached, and the filing is signed by Kristin Mariani on 08/14/2025.

89bio reported heavy Phase 3 investment and a strong cash position while recording sizable operating losses. The company held $129.1 million in cash and $432.1 million in marketable securities, totaling $561.2 million as of June 30, 2025, which management says is sufficient to fund operations for at least one year.

Operating results show a $111.5 million net loss for the quarter and a $182.8 million net loss for the six months, driven by R&D of $103.9 million in the quarter, including a non-recurring $40.0 million payment to BiBo for construction of a commercial manufacturing facility. The company has an accumulated deficit of $1,007.3 million, outstanding term loan principal of $35.0 million, and contingent obligations including up to $65.0 million in Teva milestones and a remaining $13.5 million payment for the BiBo facility upon completion. The Israeli tax audit produced a formal assessment and the company recorded an $5.3 million unrecognized tax benefit, while noting potential additional exposure. Ongoing Phase 3 programs for MASH and SHTG continue enrollment with key topline timing disclosed in the MD&A.