Roche to Acquire InterMune in $8.3B Transaction

Roche and InterMune, Inc. have entered into a definitive merger agreement whereby Roche will acquire InterMune for $8.3 billion in cash. The acquisition broadens Roche’s respiratory portfolio globally with InterMune’s lead drug pirfenidone, approved for idiopathic pulmonary fibrosis (IPF) in the EU and Canada, and is under regulatory review in the U.S. IPF is a progressive, irreversible and ultimately fatal disease characterized by progressive loss of lung function due to fibrosis, or scarring, in the lungs.  
 
To prepare for the expected launch of pirfenidone in the U.S. Roche plans to transition InterMune employees and operations into the Roche organization.
 
Severin Schwan, chief executive officer of Roche, said, “We are very pleased that we reached this agreement with InterMune.  Our offer provides significant value to InterMune’s shareholders and this acquisition will complement Roche’s strengths in pulmonary therapy. We look forward to welcoming InterMune employees into the Roche Group and to making a difference for patients with idiopathic pulmonary fibrosis, a devastating disease.”
 
InterMune’s chairman, chief executive officer and president, Dan Welch, said, “This merger recognizes the significant value created by our team’s commitment, hard work and execution for more than a decade to develop and commercialize treatment options for IPF patients and their families.  Roche shares our passion and commitment to the IPF community and to ensuring that pirfenidone is available as quickly as possible to patients in the United States, pending FDA approval.  Roche’s global resources and scale will not only facilitate and accelerate our ability to deliver pirfenidone to more patients around the world, but also to realize our joint vision to bring additional innovative therapies to patients with respiratory diseases.”
 
Citi is acting as financial advisor to Roche and Davis Polk & Wardwell LLP is acting as legal counsel to Roche. Centerview Partners and Goldman Sachs are acting as financial advisors to InterMune and Cravath, Swaine & Moore LLP is acting as legal counsel to InterMune. The transaction is expected to close in 2014.