89Bio, Inc. SEC Filings

Roche Holdings, through its wholly owned subsidiary Bluefin Merger Subsidiary, Inc., amended its Schedule TO for the tender offer to acquire all outstanding shares of 89bio, Inc. (ETNB). The offer provides $14.50 per share in cash, without interest and less any required withholding taxes, plus one non-tradeable CVR per share representing potential contingent cash payments of up to $6.00 per share, as set forth in the contingent value rights agreement.

This Amendment No. 1 updates the filing to add detailed information on the directors, executive officers and controlling shareholders of Roche Holding Ltd., Parent, and the Offeror, and to file an Amended Form of CVR Agreement with Equiniti Trust Company, LLC as an exhibit. The offer terms are described in the Offer to Purchase dated October 1, 2025 and related Letter of Transmittal, which remain in effect subject to the conditions stated therein.

Janus Henderson Group plc reports beneficial ownership of 5,378,185 shares of 89bio, Inc. common stock, representing 3.6% of the class, with shared voting and dispositive power reported. The filing also discloses that an indirect subsidiary, JHIUS, may be deemed the beneficial owner of 5,052,254 shares, or 3.4%, all held with shared voting and dispositive authority. The filing classifies the reporting person as an investment adviser and holding company and includes a power of attorney authorizing designated compliance officers to file required ownership reports. No holdings exceeding 5% of the class are reported and the statement affirms the securities are held in the ordinary course of business and not to influence control.

Adage Capital Management, L.P. and affiliated individuals reported beneficial ownership of 9,097,587 shares of 89bio, Inc. common stock, representing 6.13% of the outstanding class based on 148,492,428 shares. The shares were acquired for investment purposes using working capital of Adage Capital Partners, L.P., with a disclosed purchase cost of approximately $125,505,893 inclusive of commissions. The filing notes a Merger Agreement dated September 17, 2025 between the Issuer and Roche Holdings, Inc., disclosed by the Issuer on September 18, 2025. Adage states it has no present plan to change control but may review its position and engage with management or other parties regarding strategic matters. The filing also discloses a prior SEC Order against ACM dated September 25, 2024 involving late filings and a $200,000 civil penalty.

89bio, Inc. (ETNB) has filed a Schedule 14D-9 responding to a tender offer from Roche Holdings, Inc. and its subsidiary Bluefin Merger Subsidiary, Inc. The Offer proposes $14.50 in cash per share plus one non-tradeable contingent value right (CVR) that can pay up to $6.00 per share if specified commercial milestones are met. The Schedule 14D-9 incorporates the Merger Agreement, related exhibits and 89bio disclosures and states no known conflicts between the company and key parties. It summarizes treatment of equity awards, estimated "golden parachute" payments for named executives and discloses clinical programs including Phase 3 ENLIGHTEN-Fibrosis, ENLIGHTEN-Cirrhosis and ENTRUST and regulatory designations for pegozafermin. The filing includes management projections, valuation analyses by Centerview and Moelis, and procedural information on appraisal rights and regulatory waiting periods.

89bio, Inc. is offering a non-tradeable contingent value right (CVR) that can pay up to $6.00 per share if specified milestones are met. The CVR will be governed by a Contingent Value Rights Agreement and payments will be cash, without interest and subject to applicable withholding taxes. The transaction contemplates a Tender Offer that, if successful, will be followed by a merger of Merger Sub into the Company under Delaware law (Section 251(h)), with the Company surviving the Merger.

Filing materials referenced include a 14D-9 and related documents available free on the SEC website and on 89bio’s "Investors & Media" webpage. An Exhibit (99.1) contains an Employee FAQ first used on September 24, 2025. The filing emphasizes reviewing the 14D-9 and any amendments in full before deciding whether to tender shares.

89bio disclosed a tender offer coupled with a planned merger that would deliver a non-tradeable contingent value right (CVR) giving holders the right to receive up to $6.00 per share in cash if specified milestones are met. If the tender is successful, Merger Sub will merge into the company under Delaware law, with the company surviving. The filing directs investors to review the 14D-9 and related materials on the SEC website and 89bio’s investor site for full terms, and it cites LinkedIn posts by 89bio and its CEO dated September 18, 2025.

Roche Holdings, Inc., through its wholly owned subsidiary Bluefin Merger Subsidiary, Inc., plans a tender offer to acquire all outstanding shares of 89bio, Inc. common stock under an Agreement and Plan of Merger dated September 17, 2025. The tender offer has not yet commenced and will proceed only through a formal offer to purchase and related materials to be filed on Schedule TO, followed by 89bio’s recommendation statement on Schedule 14D-9. Investors are urged to carefully read these documents when available, as they will outline the terms and conditions of the offer. The filing also includes forward-looking statements and highlights risks such as regulatory approvals, how many shares are tendered, potential competing proposals, milestone payments under a contingent value right, and possible stockholder litigation.

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.