Cohen Milstein Hausfeld & Toll P.L.L.C. Files Lawsuit Concerning Genentech Buyout

NEW YORK, July 23, 2008 -- Cohen, Milstein, Hausfeld & Toll, P.L.L.C. has today filed a lawsuit in the Court of Chancery of the State of Delaware on behalf of Genentech Inc. ("Genentech" or the "Company") (NYSE:DNA) shareholders concerning the proposed buy-out (the "Proposed Buy-Out") of Genentech by its majority shareholder, Roche Holdings AG ("Roche"). The complaint alleges violations of breach of fiduciary duty, and aiding and abetting breaches of fiduciary duty with respect to Roche’s Proposed Buy-Out.

On July 21, 2008, Roche announced in a press release that it had offered to purchase the remaining shares of Genentech that it did not already own for $89 per share, for a total price of $43 billion. Roche is Genentech’s majority shareholder, owning more than 50% of the Company.

The complaint alleges that the Proposal is unfair and inadequate and timed to take advantage of general market turmoil as well as a weak U.S. dollar, and is directed at enabling Roche to assume even greater control of Genentech’s businesses. In reaction to the Proposed Buy-Out, analysts have stated publicly that the price offered by Roche is inadequate and they expect that the Company is worth in excess of $100 per share. The complaint further asserts that based upon the control structure that Roche holds over Genentech, Genentech’s Board of Directors will be unable to independently and adequately negotiate or consider a fair deal. Upon completion of the Proposed Buy-Out, Genentech will no longer be publicly traded.

Steven J. Toll, Cohen Milstein managing partner, stated, "It is clear that the Proposed Buy-Out is on unfair terms and shortchanges Genentech’s shareholders." Partner Lynda J. Grant said, "This is the second time Roche has attempted to purchase Genentech. Roche has a history of exploiting Genentech with repeated purchases and sales of the Company for its own gain."

Cohen, Milstein, Hausfeld & Toll, P.L.L.C has significant experience in prosecuting investor class actions involving securities fraud. The firm has offices in Washington, D.C., New York, Philadelphia, Chicago, San Francisco, and London and is active in major litigation pending in federal and state courts throughout the nation.

The firm’s reputation for excellence has been recognized on repeated occasions by courts which have appointed the firm to lead positions in complex multi-district or consolidated litigation. Cohen, Milstein, Hausfeld & Toll, P.L.L.C. has taken a lead role in numerous important cases on behalf of defrauded investors, and has been responsible for a number of outstanding recoveries which, in the aggregate, total in the billions of dollars.

Mr. Toll and Ms. Grant are available for comment. A copy of the filed Complaint is available on the firm's website www.cmht.com

Posted: July 2008


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