The special committee of the board of directors of Genentech, Inc. announced that, after careful consideration, it has unanimously concluded that Roche's proposal to acquire the shares of Genentech not owned by Roche for $89.00 per share substantially undervalues the company. Therefore, the special committee does not support the proposal. However, the special committee would consider a proposal that recognizes the value of the company and reflects the significant benefits that would accrue to Roche as a result of full ownership.

Dr. Charles A. Sanders, chairman of the special committee, said, "The special committee is confident in the company's strong financial and clinical momentum and its uniquely productive R&D capabilities, which will continue to enhance shareholder value. In addition, we look forward to the company maintaining its successful relationship with Roche, regardless of ownership structure."

In light of the tremendous importance of Genentech's employees to the company's success, the special committee has approved the implementation of a broad-based employee retention programme to address any employee concerns created by the Roche proposal. Genentech's Board of Directors, including the Roche representatives, had previously granted the special committee authority to implement such a programme.

Founded more than 30 years ago, Genentech is a leading biotechnology company that discovers, develops, manufactures and commercializes medicines to treat patients with significant unmet medical needs.