Roche moves on Memory acquisition

Switzerland's Roche says that its wholly-owned subsidiary, 900 North Point Acquisition Corp, has accepted for payment all shares validly  tendered and not withdrawn pursuant to its tender offer for all  outstanding shares of common stock of US firm Memory Pharmaceuticals at  $0.61 per share, or some $50.0 million, in cash (Marketletters December  1, 2008).

As of the expiration of the tender offer, a total of approximately  73,169,195 shares of Memory common stock were tendered and not withdrawn  (including around 890,630 shares tendered by notices of guaranteed  delivery), representing about 89% of the US company's outstanding stock.

Roche intends to complete the acquisition of Memory through a merger to  be effected as promptly as practicable in accordance with the terms of  the agreement between the two firms. If the merger takes place, Roche  will own all of the shares of Memory and the remaining stockholders  (other than those properly exercising their appraisal rights) will  receive the same cash consideration per share as was paid in the tender  offer. As a result of the purchase of shares in the offer, 900 North  Point Acquisition has sufficient voting power to approve the merger  without the affirmative vote of any other Memory stockholder, the drug  major stated.