Roche Acquires 89bio in $3.5 Billion Deal, Entering MASH Drug Race

Roche has secured a deal to acquire 89bio for up to $3.5 billion, marking a significant entry into the metabolic dysfunction-associated steatohepatitis (MASH) therapeutic space. The acquisition, which follows months of negotiations and interest from multiple pharmaceutical companies, centers around 89bio's promising FGF21 analog, pegozafermin, currently in late-stage development for MASH treatment.

Intense Industry Interest and Competitive Bidding

Over the past three years, 89bio engaged in confidentiality agreements with 14 global and regional biopharmaceutical companies as it advanced pegozafermin through clinical trials. The biotech's appeal intensified in early 2025 following the release of positive data from competitor Akero Therapeutics on a similar FGF21 analog, which Roche cited as a promising indicator for the drug class.

Despite widespread interest, most potential suitors ultimately declined to pursue a deal. By July 2025, five global biopharma companies had explicitly communicated their decision not to move forward, leaving Roche as the primary contender.

Negotiation Process and Deal Structure

Roche's initial offer of $13 per share was deemed insufficient by 89bio, which countered with a $20-plus per share proposal. After several rounds of negotiations and due diligence, including a visit to 89bio's manufacturing facilities, Roche and 89bio agreed on a complex deal structure:

• An upfront payment of $14.50 per share
• Success-based payments totaling up to $5 per share
• A contingent value right (CVR) of $2 per share tied to the first sale of pegozafermin for stage 4 MASH treatment

This structure allows the total potential value to exceed $19.50 per share, approaching 89bio's initial $20 per share target while limiting Roche's upfront commitment.

Strategic Implications for Roche and the MASH Market

The acquisition positions Roche as a significant player in the rapidly evolving MASH therapeutics landscape. Pegozafermin, now entering Phase 3 trials, represents a potentially lucrative asset in a market with high unmet medical need and increasing competition.

This deal also reflects the growing interest in FGF21 analogs as a promising approach to treating MASH, a condition affecting millions globally and lacking approved treatments. As the pharmaceutical industry races to bring effective MASH therapies to market, Roche's bold move may spur further consolidation and investment in this therapeutic area.