The Kaipher Editorial Team 
Swiss pharmaceutical leader Roche announced on Thursday that it has entered into a definitive agreement to acquire U.S. biotechnology firm 89bio in a transaction valued at up to $3.5 billion. The deal underscores Roche’s strategic expansion into the rapidly growing market for treatments targeting metabolic dysfunction-associated steatohepatitis (MASH), a serious liver disease linked to obesity and diabetes.
Roche will pay $14.50 per share in cash upon closing—a premium of approximately 79% over 89bio’s closing share price on September 17—representing an initial outlay of $2.4 billion. In addition, 89bio shareholders will receive non-tradeable contingent value rights (CVRs) worth up to $6.00 per share, with payments contingent on achieving specified commercial milestones for 89bio’s lead asset, pegozafermin (BioSpace).
Pegozafermin: A Transformative MASH Therapy
At the heart of the acquisition is pegozafermin, a phase 3 candidate engineered as an analog of fibroblast growth factor 21 (FGF21). Pegozafermin acts on multiple pathways implicated in MASH by reducing hepatic inflammation and fibrosis. The drug is currently undergoing late-stage trials in moderate to severe MASH patients, including those with advanced fibrosis and cirrhosis.
“We are highly encouraged by pegozafermin’s potential to become a transformative treatment option in MASH, one of the most prevalent comorbidities of obesity,” said Thomas Schinecker, CEO of Roche Group. If approved, pegozafermin would address a critical unmet need: no therapies are yet approved specifically for moderate to severe MASH in patients with advanced liver damage.
Competitive MASH Landscape
The MASH market has become increasingly crowded. In August 2025, Novo Nordisk secured FDA approval for Wegovy—a GLP-1 receptor agonist indicated for weight loss—to treat MASH in adults with moderate to advanced liver fibrosis, marking the first GLP-1 drug to carry that label. Madrigal Pharmaceuticals leads the field with Rezdiffra, the first FDA-approved MASH-specific therapy, launched in 2024 at a list price of approximately $47,400 per year.
Despite competition, the MASH treatment market is poised for rapid growth. Global revenues are projected to rise from $7.9 billion in 2024 to $31.8 billion by 2033, driven by the increasing prevalence of nonalcoholic steatohepatitis and the need for targeted therapies in at-risk populations.
Deal Structure and Milestone Payments
The merger agreement between Roche and 89bio incorporates performance-based CVRs that could add up to $6.00 per share, raising the transaction’s maximum value to $3.5 billion. The CVRs include:
- $2.00 per share upon the first commercial sale of pegozafermin in advanced cirrhotic MASH patients
- $1.50 per share if pegozafermin achieves $3 billion in annual global sales
- $2.50 per share if pegozafermin reaches $4 billion in annual global sales
Both Roche’s and 89bio’s boards have unanimously approved the agreement. The transaction is expected to close in the fourth quarter of 2025, subject to customary regulatory reviews and 89bio shareholder approval.
Strategic Implications for Roche
Upon closing, 89bio’s employees and operations will integrate into Roche’s Pharmaceuticals Division, augmenting its cardiovascular, renal, and metabolic diseases portfolio. Roche’s global development, manufacturing, and commercialization capabilities are expected to accelerate pegozafermin’s path to market, particularly in regions with high MASH prevalence.
“We are thrilled to be joining with Roche to combine the promise of pegozafermin with Roche’s established global capabilities,” said Rohan Palekar, CEO of 89bio. The acquisition aligns with Roche’s strategy to deepen its presence in metabolic and liver diseases, addressing significant unmet medical needs while capturing a growing share of a high-value therapeutic category.
By securing pegozafermin and its pipeline, Roche positions itself at the forefront of MASH treatment innovation, poised to deliver transformative therapies for patients with advanced liver disease.
