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Swiss pharmaceutical titan Roche Holding AG is striking a decisive chord in the biotech arena, announcing Thursday that it will acquire U.S.-based 89bio Inc. in a deal worth up to $3.5 billion. The blockbuster purchase aims to expand Roche’s foothold in cardiovascular, renal and metabolic disease treatments—fields that are increasingly commanding the spotlight as global health challenges surge.

Roche, already the world’s largest biotech player, will fork out about $2.4 billion upfront for the clinical-stage company. The remainder, close to $1.1 billion, hangs on undisclosed milestones.

Strategic Bet on Liver and Metabolic Therapies

“This acquisition fortifies our pipeline in cardiovascular, renal, and metabolic diseases and opens the door to potential synergies with our existing programs,” said Thomas Schinecker, Roche’s CEO.

Legal heavyweights are steering the ship: Sidley Austin LLP is advising Roche, while Gibson Dunn & Crutcher LLP is representing 89bio, led by partners Branden Berns, Ryan Murr, and Evan D’Amico.

Roche has agreed to purchase all 89bio shares listed on Nasdaq at $14.50 apiece in cash, with the sweetener of up to an additional $6 per share contingent on the commercial success of pegozafermin—the company’s lead drug candidate—and sales benchmarks through 2035.

That offer represents a 52% premium over 89bio’s 60-day average share price as of Wednesday, a hefty windfall for investors.

Betting on Pegozafermin and MASH

Based in San Francisco, 89bio is in late-stage trials for pegozafermin, a therapy aimed at Metabolic Dysfunction-Associated Steatohepatitis (MASH). This progressive fatty liver disease, linked to obesity and type 2 diabetes, is stealthily spreading worldwide, affecting an estimated 6.5% of adults, according to the American Liver Foundation.

Both Roche and 89bio’s boards have unanimously endorsed the transaction, and 89bio’s directors are urging shareholders to accept the offer. The deal, still subject to regulatory conditions and a minimum 50.1% tender, is slated to close by year’s end.

Roche’s Expanding Empire

Founded in Basel in 1896, Roche has evolved into a pharmaceutical powerhouse, with full ownership of U.S. biotech leader Genentech and a controlling stake in Japan’s Chugai Pharmaceutical. In November, it scooped up Poseida Therapeutics for up to $1.5 billion to bolster its blood cancer portfolio.

This latest strike underscores Roche’s strategy of fusing legacy drug development with cutting-edge biopharma innovation. Citigroup Inc. advised Roche exclusively, while Moelis & Company LLC and Centerview Partners LLC counseled 89bio.