On December 4, 2019 Roche Holdings, Inc. (the "Offeror") reported the pricing of its previously announced tender offer (the "Offer") to purchase for cash for a combined aggregate purchase price (exclusive of Accrued Interest (as defined herein)) of up to $2,000,000,000 the 7.00% Notes due 2039 (the "2039 Notes") issued by the Offeror and guaranteed by Roche Holding Ltd (the "Company"), the 3.35% Notes due 2024 issued by the Offeror and guaranteed by the Company, the 3.25% Notes due 2023 issued by the Offeror and guaranteed by the Company, the 3.00% Notes due 2025 issued by the Offeror and guaranteed by the Company, the 2.875% Notes due 2021 issued by the Offeror and guaranteed by the Company, and the 5.25% Senior Notes due 2035 issued by the Offeror’s subsidiary, Genentech, Inc. ("Genentech") (together, the "Securities") (Press release, Roche Deutschland Holding, DEC 4, 2019, View Source [SID1234551939]). In addition, the Offeror announced that it has increased the maximum combined aggregate purchase price (exclusive of Accrued Interest) to $2,873,519,181.27 (such amended amount, the "Maximum Tender Amount").

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The following table sets forth certain pricing information for the Offer, including the Total Consideration (as defined below) determined based on yields on the applicable Reference U.S. Treasury Securities at 10:00 a.m., New York City time, today:

Inclusive of Early Tender Premium.

The Offeror has accepted for purchase on the Early Settlement Date (as defined below) all Securities that were validly tendered at or before the Early Tender Date.

The Offer is being made upon and is subject to the terms and conditions set forth in the offer to purchase dated November 19, 2019 (the "Offer to Purchase," as amended hereby). The Offer will expire at 11:59 p.m., New York City time, on December 17, 2019, unless extended or earlier terminated by the Offeror (as it may be extended or earlier terminated with respect to a series of Securities, the "Expiration Date"). The deadline to validly withdraw tenders of Securities was 5:00 p.m., New York City time, on December 3, 2019; therefore, Securities that have been tendered and not validly withdrawn, and Securities tendered after that date, may not be withdrawn unless otherwise required by applicable law.

The consideration to be paid in the Offer for each series of Securities that are purchased pursuant to the Offer was determined in the manner described in the Offer to Purchase at 10:00 a.m., New York City time, today by reference to the applicable fixed spread specified for each series of Securities in the table above over the yield based on the bid side price of the applicable U.S. Treasury Security specified for each series of Securities in the table above (the "Total Consideration"). Holders of Securities that were validly tendered and not withdrawn on or prior to 5:00 p.m., New York City time, on December 3, 2019 (the "Early Tender Date") and accepted for purchase will receive the applicable Total Consideration, which includes an early tender premium of $30 per $1,000 principal amount of the Securities accepted for purchase (the "Early Tender Premium").

Payment for Securities that were validly tendered on or prior to the Early Tender Date and accepted for purchase will be made promptly following the Early Tender Date, expected to be December 5, 2019 (such date, the "Early Settlement Date"). Payments for Securities purchased in the Offer will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Securities up to, but not including, the Early Settlement Date for such Securities accepted for purchase (the "Accrued Interest"). No tenders submitted after the Expiration Date will be valid.

Since the Offer was fully subscribed as of the Early Tender Date, holders who validly tender Securities following the Early Tender Date will not have any of their Securities accepted for purchase.

The Offeror reserves the right, subject to applicable law, to: (i) waive any and all conditions to the Offer; (ii) extend or terminate the Offer; (iii) increase or decrease the Maximum Tender Amount and/or the Acceptance Sublimit; or (iv) otherwise amend the Offer in any respect.

J.P. Morgan Securities LLC and Barclays Capital Inc. are acting as dealer managers for the Offer (the "Dealer Managers"). The information agent and tender agent (the "Information and Tender Agent") for the Offer is D.F. King & Co., Inc. Copies of the Offer to Purchase and related offering materials are available by contacting the Information and Tender Agent at +1 (866) 829-0541 (toll-free) or +1 (212) 269-5550 (collect) or email [email protected]. Questions regarding the Offer should be directed to J.P. Morgan Securities LLC, Liability Management Group, at +1 (866) 834-4666 (toll-free) or +1 (212) 834-8553 (collect) or London +44 207 134 2468, or to Barclays Capital Inc., Liability Management Group, at +1 (212) 528-7581 (collect) or +1 (800) 438-3242 (toll-free).

This announcement shall not constitute an offer to purchase or sell or a solicitation to buy or sell any securities. The Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.