1. F. Hoffmann-La Roche, Ltd and Genentech, Inc. Basel and South San FranciscoMathieu StiehlBachelor en Marketing et en Affaires InternationalesEcole de Management de Strasbourg - Ple Formation CCI

2. Contents Entities involved Proposal and agreementTransformations and success factors

3. Contents Entities involvedWhat are these two companies and where are they from? Proposal and agreementTransformations and success factors

4. Silicon Valley versus SwitzerlandStrongest nuances High Collectivism High individualism Low uncertainty avoidance High uncertainty avoidance Low power distance Low power distance High masculinity High masculinity Short term oriented Short term oriented [Roche is] Swiss and Genentech is a bunch of entrepreneurial California cowboys. Laurence Lasky, Silicon Valley venture capitalist

5. Roche Group Large group in the healthcare industry Hoffmann-La We Innovate Healthcare Roche Ltd. Horizontal structure European management Swiss Global Consensus decision making Group 200 affiliates in 80 countries Founded by Fritz Hoffmann-La Roche in 1896Family business Today the Roche family is still on the Board of Directors

6. Genentech Business specialized in biotechnologyGenentech, Inc. In Business for Life Vertical structure California based, Silicon Valley style company American Single decision making Company Local operations Venture born Robert A. Swanson (venture capitalist) company Dr. Herbert W. Boyer (biochemist) in 1976

7. Contents Entities involved Proposal and agreement How did it happen aand at what cost?Transformations and success factors

8. Up to 2009 Relatively close relationship Ownership: 56% of Genentech shares 18 Years of partnership and financial help of today key products of Genentechs portfolio such as Herceptin and Avastin Shared information in the pipelineOur long and successful participation in Genentech has providedgreat benefits to both of our companies and shareholders Franz Humer, Chairman, Roche

9. Value propositionOn July 21st, 2008 Roche makes an offer to acquire all outstandingshares of Genentech for US$89.00 per share in cash with thefollowing advantages: Genentechs culture to be maintained; South San Francisco site to operate as an independent research and early development center and become headquarters of combined U.S. commercial operations Improved operational efficiency to result from reduced complexity, elimination of duplications and increased scale in the U.S. Transaction to deliver annual pre-tax synergies of US$750 -$850 million

10. Agreement Roche purchases all Genentech shares and gains complete access to pipeline information, research and early trials remain independent Deal was reached on March 13th 2009 $95.00 per share, a total of $46.8 billion, March 26th Genentech no longer appeared in the NYSE Logo replaced slogan with the mention: Member of Roche Group

11. Contents Entities involved Proposal and agreementTransformations and success factors What had to change? What made it successful?

12. Changes in management Manufacturing Human Resources Portfolio management IT Department US commercial Finance operationsThe Genentech Founders Research Center will operate as an independentunit within the Roche Group to safeguard a diversity of different approachesand to foster the long term flow of novel breakthrough medicines. Severin Schwan, CEO Roche

13. Key success factors Bring together both communities, respect and understand differences between cultures Stay focused on the business and committed to science Remain optimistic about the futureI hope employees () will seize the opportunity to think and actopenly and creatively about the future of Roche and Genentechtogether. Arthur Levinson, former Chairman, Genentech

14. In conclusionTwo years after the merger there are still somedifficulties Implementations of IT Merger or acquisition question Think Global

15. THANK YOU FOR YOUR ATTENTION

16. Q&A

17. Appendix

18. DefinitionsMerger: The combination of one or more companies, or otherbusiness entities into a single business entity the joining of twoor more companies to achieve greater efficiencies of scale andproductivity.Acquisition: The purchase of one corporation by another,through either the purchase of its shares, or the purchase of itsassets. Source: www.entrepreuneur.com