Surprise Roche shareholder move sparks takeover talk

ZURICH (Reuters) – Roche’s (ROG.VX: Quote, Profile, Research)(RO.S: Quote, Profile, Research) bearer shares rose 4.6 percent on Friday after an investor’s surprise exit from the Swiss drugmaker’s controlling shareholder group, a move that could leave Roche vulnerable to being taken over.

The family group, which has controlled Roche for decades, now holds 45.01 percent, down from 50.01 percent after Maja Oeri decided to exercise her shareholder rights independently, leaving the agreement that has existed since 1948.

Some Swiss media speculated this could lead to a merger between Roche and its cross-town rival Novartis (NOVN.VX: Quote, Profile, Research), which owns a third of voting rights in Roche and already made a play for Roche, the world’s largest maker of cancer drugs, in 2004.

Investors said that while a takeover was unlikely, it could happen and this was likely to boost the premium of the bearer shares, which have voting rights, over the certificates, which don’t have any voting rights.

“Although we do not believe that Roche is a takeover target it opens up that theoretical possibility down the line and as a result this could once again increase the premium of the bearer shares over the non-voting equity securities,” Helvea analyst Karl-Heinz Koch said.

At 1505 GMT, Roche’s bearer shares (RO.S: Quote, Profile, Research) were trading 4.8 percent firmer at 141.00 Swiss francs. The group’s certificate, which is much more liquid, was trading near flat at 130.40 francs.

Roche is currently trying to find its feet after a string of product setbacks last year knocked around one-fifth off its stock price.

It is not clear why Maja Oeri has decided to leave the group, but Bruno Dallo, head of the family’s private bank Scobag said there had not been any differences of opinion.

In a statement on Thursday night, the shareholder group said it was still committed to Roche’s independence and that Majo Oeri shared this view.

“This is the natural process of a family-owned company, when not everyone is focused on Roche, but has other interests. ” Vontobel analyst Andrew Weiss said when asked about Maja Oeri’s departure from the group.

A spokesman for Roche said the group welcomed that the pool still wanted to protect Roche’s independence and that the remaining members were still long-term shareholders. Novartis declined to comment on the news. The pool agreement was extended in 2009.

The controlling stake, which differentiates Roche from the world’s other top 10 drugmakers — was originally built up by Paul Sacher, who married the widow of the sole heir to the Hoffmann-La Roche fortune in 1934.

Sacher sat on the board of the drugmaker for nearly six decades until his death in 1999.

(Reporting by Katie Reid, Paul Arnold and Rupert Pretterklieber)

Surprise Roche shareholder move sparks takeover talk