ETNB holders get $14.50 per share plus CVR in Roche deal
Rhea-AI Filing Summary
89bio, Inc. (ETNB) completed its merger with Roche after Roche’s subsidiary closed a tender offer on October 30, 2025. Holders of 89bio common stock were entitled to $14.50 per share in cash, plus one non-tradeable contingent value right (CVR) representing potential contingent payments of up to an aggregate $6.00 per share, subject to milestone achievement under the CVR Agreement.
Outstanding employee stock options were treated per the agreement: in-the-money options received cash equal to the excess of the $14.50 closing amount over the exercise price for each underlying share, plus one CVR per share. Options with an exercise price at or above $14.50 but below $20.50 received no cash at closing but received a CVR and may receive milestone payments based on a defined formula. Options with an exercise price at or above $20.50 were cancelled with no cash or CVR. The reporting person, a director, reported multiple option disposals on 10/30/2025 in connection with the merger.
Positive
- None.
Negative
- None.
Insights
Merger closed; cash + CVR paid to shareholders; options cashed out or canceled per strike.
Roche completed a tender offer for 89bio on October 30, 2025, followed by a merger, making 89bio a wholly owned subsidiary. Common shareholders received $14.50 per share in cash plus one CVR with potential contingent payments up to an aggregate $6.00 per share, tied to specified milestones under the CVR Agreement.
Equity awards were settled based on exercise price. Options below $14.50 were paid the intrinsic value at closing and granted a CVR per underlying share. “Out of the Money Options” (exercise price at or above $14.50 but below $20.50) received no cash at closing but received a CVR and may receive later cash if milestones are met and the formula exceeds the strike. Options at or above $20.50 were canceled without consideration.
The filing lists the reporting person’s option disposals on 10/30/2025. Actual CVR outcomes depend on milestone achievement under the agreement.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 7,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 7,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 12,500 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 25,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 27,400 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 45,150 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 56,400 | $0.00 | -- |
Footnotes (1)
- Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 17, 2025, by and among 89bio, Inc. (the "Issuer"), Roche Holdings, Inc. ("Parent") and Bluefin Merger Subsidiary, Inc., a wholly owned subsidiary of Parent ("Merger Sub"). On October 30, 2025, Parent and Merger Sub completed a tender offer pursuant to the terms of the Merger Agreement for all outstanding shares of common stock of the Issuer (each, a "Share") for an offer price of (i) $14.50 per Share in cash, without interest (the "Closing Amount") less any required withholding taxes, plus (ii) one non-tradeable contingent value right (each, a "CVR") representing the right to receive certain contingent payments of up to an aggregate amount of $6.00 per Share, [continues to Footnote 2] [continues from Footnote 1] in cash, without interest less any required withholding taxes, upon the achievement of specified milestones on or prior to the applicable milestone outside dates, subject to and in accordance with the terms of the Contingent Value Rights Agreement (the "CVR Agreement"). Merger Sub thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). As of immediately prior to and conditioned upon the occurrence of the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option to purchase Shares (each, an "Option") became fully vested and exercisable, and to the extent not exercised prior to the effective time of the Merger, was cancelled and converted into the right to receive (i) an amount in cash (without interest and subject to deduction for any required withholding taxes) equal to the product of (A) an amount equal to the excess of the Closing Amount over the exercise price per Share with respect to such Option and (B) the number of Shares subject to such Option plus (ii) one CVR with respect to each Share subject to such Option (the "Option Consideration"); provided, however, that if the exercise price per Share of any Option was equal to or greater than the Closing Amount, but less than $20.50 (any such option, an "Out of the Money Option"), [continues to Footnote 4] [Continues from Footnote 3] such Out of the Money Option was not entitled to any payment of the Closing Amount in respect thereof and each Out of the Money Option was converted into the right to receive the CVR included in the Option Consideration with respect to each Share underlying such Out of the Money Option and became entitled to receive, at each time a milestone payment becomes due and payable under the terms of the CVR Agreement, an amount in cash equal to the product of (i) the number of Shares subject to such Out of the Money Option, and (ii) the amount, if any, by which (A) the Closing Amount plus the applicable milestone payment plus any other milestone payment that previously became due and payable under the terms of the CVR Agreement exceeds (B) the exercise price per Share with respect to such Out of the Money Option plus the amounts, [continues to Footnote 5] [Continues from Footnote 4] if any, paid to such Option holder with respect to such CVR in respect of any milestone payments that previously became due and payable under the terms of the CVR Agreement; provided further, that any Option with an exercise price that was equal to or greater than $20.50, was cancelled immediately prior to the effective time of the Merger without the receipt of any payment of the Closing Amount or CVR in respect thereof. Under the Reporting Person's arrangement with RA Capital Management, L.P. (the "Adviser"), the Reporting Person holds the option for the benefit of the RA Capital Healthcare Fund, L.P. (the "Fund"), and RA Capital Nexus Fund, L.P. (the "Nexus Fund"). The Reporting Person is obligated to turn over to the Adviser any net cash or stock received from the option, which will offset advisory fees owed by the Fund and the Nexus Fund to the Adviser. The Reporting Person therefore disclaims beneficial ownership of the option and underlying common stock.
