Severin Schwan, CEO of Roche, prays their low offer suceeds. Credit: AP Photo/Mark Lennihan

Genentech shareholders have until midnight, EST, on 12 March to decide whether they want to sell their shares directly to Basel-based F. Hoffmann–La Roche at $86.50 apiece following Roche's hostile cash tender offer, launched on 9 February. That's a drop in price from July last year, when Roche proposed to buy Genentech for $89 per share ($43.7 billion overall), giving Roche the 44% of Genentech shares it didn't already own. Closing the hostile bid is contingent on the majority of outstanding stakeholders tendering their shares to Roche, and on Roche securing the money for the deal—it says it will use its own cash reserves, commercial paper, bonds and 'traditional' bank financing to cover the cost. In response to the latest offer Genentech publicly asked shareholders to “take no action at this time.” (Genentech in fact wants a much higher offer: filings by Roche with the Securities and Exchange Commission show that in a December meeting, representatives for Genentech indicated a willingness to pursue a transaction at $112 per share.) If the offer is successful in winning Roche 90% or more of Genentech shares, it would then merge the companies. The failure to reach a conclusion on the original offer with Genentech, of S. San Francisco, is behind the hostile attempt, and the lower per-share offer reflects “the fact that a public purchase is a much more complicated transaction than a direct agreement with the board,” says Severin Schwan, Roche CEO. But there is no shortage of theories as to why Roche made the move now, most interesting perhaps is the pending phase 3 data for Avastin (bevacizumab) as an adjuvant in colorectal cancer, due in April. A positive result there could build as much as $15 into Genentech's stock, some analysts surmise, making Genentech prohibitively expensive. Others have pointed out that if the negotiations drag out further Roche might have trouble finding financing in what is universally described as a horrible environment for securing bank loans, especially as New York–based Pfizer recently announced it will purchase Madison, New Jersey–based Wyeth for $68 billion, and would seek financing, too. Regardless, the tender offer has the industry buzzing (again) about Genentech's ability to retain its vaunted scientific talent with a future so cloudy. “I'm sure people are a bit unsettled,” says the CEO of a southern California startup, who requested anonymity because he successfully recruited two ex-Genentech scientists to join his firm. “But people have been peeling off [from Genentech] from the beginning, for a whole variety of reasons. That's common to biotech anyway.