Roche Takes Genentech Bid Hostile

The New York Times
Edited by Andrew Ross Sorkin
February 10, 2009

Genentech’s directors told Roche in December that they would consider selling their company for $112 a share, an amount much higher than Roche was willing to pay, according to details of the negotiations made public on Monday.

The details, the first public indication of the behind-the-scenes discussions between the companies, are contained in documents related to the tender offer by Roche on Monday, The New York Times’s Andrew Pollack writes. Roche is seeking to buy the 44 percent of Genentech it does not own for $86.50 a share in cash, or about $42 billion.

Unable to reach a deal with the Genentech board after first proposing an $89-a-share takeover last July, Roche late last month said it would go directly to Genentech’s stockholders through a tender offer.

Roche also said in the filings on Monday that after buying tendered shares, it planned to exercise its right to increase its representation on Genentech’s board to be proportional to its stake in the company, which would give it a majority on the board. It now holds 3 of 7 seats.

A special committee of Genentech’s board that has been dealing with Roche urged shareholders on Monday to take no action on the tender offer. The committee said it would issue a formal position on the offer within 10 business days. The committee previously criticized Roche’s intention to make a tender offer as a “unilateral and opportunistic step.”

Genentech’s shares closed at $82.70 Monday, down 30 cents, but recovered the same amount in after-hours trading.

In Monday’s filing with the Securities and Exchange Commission, Roche said Goldman Sachs, which has been representing the Genentech board committee, initially refused to place a value on the company until Roche raised its offer.

Greenhill & Company, which represented Roche, told Goldman as early as Oct. 2 that Roche was getting frustrated and might resort to other options. In November, Genentech presented a long-range business forecast, which was used to justify a value of the company at $112 to $115 a share.

Roche said that forecast was significantly more optimistic than Genentech’s previous long-range plan, which had been provided to Roche in June. Roche said it disagreed with many of the assumptions in the new Genentech forecast. It also said the economic downturn and credit crisis had “fundamentally altered” expectations and valuations placed on Genentech and other biotechnology companies since it made its initial offer.

Roche said it was somewhat less optimistic than Genentech that Genentech’s drug Avastin would be successful in trials testing it as a treatment for colon and lung cancer after surgery. The drug currently is approved only to treat cancers that have recurred or spread. Postsurgical use could add more than $1 billion to sales of Avastin, which were $2.7 billion in the United States in 2008.

Analysts expect many stockholders will not tender their shares, on the expectation that if Avastin succeeds in the adjuvant colon cancer trial in April, Genentech’s shares will shoot up well past Roche’s offer.

The tender offer expires at midnight March 12, but Roche has the option to extend it.

Regimens: Multivitamins Not Found to Reduce Risks

The New York Times
By NICHOLAS BAKALAR
Published: February 9, 2009

Many postmenopausal women take multivitamins in the belief that they help prevent cardiovascular disease or cancer, but a large study has found that they do neither.

Previous studies have had mixed results, some suggesting that multivitamin supplements are associated with a reduced risk for some cancers, others finding little or no effect.

For the new findings, published in the February issue of The Archives of Internal Medicine, researchers analyzed data from 68,132 women who were enrolled in a clinical trial and 93,676 in an observational study. They followed the women for an average of about eight years to track the health effects of multivitamins.

After controlling for age, physical activity, family history of cancer and many other factors, the researchers found that the supplements had no effect on the risk for breast cancer, colorectal cancer, endometrial cancer, lung cancer, ovarian cancer, heart attack, stroke, blot clots or mortality.

The scientists acknowledge that women who take vitamins also engage in other healthy behaviors, and that there may be unknown variables affecting their results.

“Consumers spend money on dietary supplements with the thought that they are going to improve their health, but there’s no evidence for this,” said Marian L. Neuhouser, the lead author and a nutritional epidemiologist with the Fred Hutchinson Cancer Research Center in Seattle. “Buying more fruits and vegetables might be a better choice.”

American Lung Association Faults Environmental Protection Agency for Ignoring Deadly Particle Pollution in Five U.S. Cities in List Released Today

WASHINGTON, Dec. 22 /PRNewswire-USNewswire/ -- The American Lung Association faults the U.S. Environmental Protection Agency (EPA) for leaving five U.S. cities off its list of those required to take immediate action to reduce particle pollution in the air. This deadly omission puts public health in the following metropolitan areas at considerable risk: Houston, Texas; Augusta, Georgia; Columbus, Georgia; Greenville, South Carolina; and Fairmont, West Virginia. In addition, EPA left many individual counties off the list despite the impact of emissions from those counties on pollution in metropolitan areas.
Particle pollution is typically a mixture of ash, soot, diesel exhaust, chemicals, metals and aerosols. It can trigger heart attacks and strokes, and cause irregular heartbeats, lung cancer and premature births. Breathing particle pollution year-round can shorten life by one to three years. The five cities omitted from the EPA's list all showed unhealthy year-round levels of fine particulate matter, known as PM2.5. In its list released today, the EPA only identified counties and metropolitan areas that experience unhealthy spikes in particulate matter pollution over the course of a 24-hour period.
The Clean Air Act requires that the EPA officially notify all localities with documented unhealthy levels of particulate air pollution so that leaders can begin to make necessary changes.
(Click the title above to read the complete article.)

Inexpensive Test Can Help Prevent Lung Cancer Caused By Radon

Common Food Additive Found To Increase Risk And Speed Spread Of Lung Cancer

ScienceDaily (Dec. 30, 2008) — New research in an animal model suggests that a diet high in inorganic phosphates, which are found in a variety of processed foods including meats, cheeses, beverages, and bakery products, might speed growth of lung cancer tumors and may even contribute to the development of those tumors in individuals predisposed to the disease.
The study also suggests that dietary regulation of inorganic phosphates may play an important role in lung cancer treatment. The research, using a mouse model, was conducted by Myung-Haing Cho, D.V.M., Ph.D., and his colleagues at Seoul National University, appears in the first issue for January of the American Journal of Respiratory and Critical Care Medicine, published by the American Thoracic Society.
"Our study indicates that increased intake of inorganic phosphates strongly stimulates lung cancer development in mice, and suggests that dietary regulation of inorganic phosphates may be critical for lung cancer treatment as well as prevention," said Dr. Cho.
(Click the article's title to read the rest of the article.)