Tanox — Merger or Acquisition (November 2006)
26 slides from Tanox's merger presentation, Nov 15, 2006
Slide 1: Schedule 14A Proxy Statement
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy
Slide 2: Genentech: An Overview
Page 1 11/15/2006 Genentech: An Overview David Ebersman, Executive Vice President and Chief Financial Officer, Genentech November 15, 2006 © 2006, Genentech
Slide 3: Meeting Agenda
Meeting Agenda Page 2 11/15/2006 1) Introduction to Genentech David Ebersman 2) Transition Planning/Process Ashraf Hanna 3) Employee Related Information Brian Muma 4) Next steps David Ebersman 5) Q&A All © 2006, Genentech
Slide 4: Founding of Genentech
Founding of Genentech Page 3 11/15/2006 The First Biotech Company • Genentech was founded in 1976 by venture capitalist Robert A. Swanson and biochemist Dr. Herbert W. Boyer. In the early 1970s, Boyer and geneticist Stanley Cohen pioneered a new scientific field called recombinant DNA technology • A
Slide 5: Genentech's Mission
Genentech’s Mission Page 4 11/15/2006 • Our mission is to be the leading biotechnology company, using human genetic information to discover, develop, manufacture and commercialize biotherapeutics that address significant unmet medical needs • We commit ourselves to high standards of integrity in con
Slide 6: Developing Therapies For Unmet Medical Needs
Developing Therapies For Unmet Medical Needs Page 5 11/15/2006 In 1998 we licensed U.S. marketing and development rights to interferon gamma, including Actimmune, to Connetics Corporation. Thereafter, Connetics sublicensed, then later assigned, all of its rights to InterMune Pharmaceuticals, Inc. Pr
Slide 7: Genentech: A Closer Look
Genentech: A Closer Look Page 6 11/15/2006 • More than 10,000 employees • $6.6 billion in total operating revenues (2005) • World leader in biotech manufacturing, with more FDA-approved manufacturing capacity for the production of biotech medicines than any other company • Headquarters in South San
Slide 8: At Our Core, We are a Science Company
At Our Core, We are a Science Company Page 7 11/15/2006 Founders Research Center • Single largest biotechnology research facility in the world • 500,000+ square feet of research space Scientific Leadership • Ranked as the “top employer and most admired company in biotech and pharma” by Science Magaz
Slide 9: Manufacturing
Manufacturing Page 8 11/15/2006 • Genentech is a world leader in biotech manufacturing, with more FDA-approved manufacturing capacity for the production of biotech medicines than any other company • Four facilities: South San Francisco, CA; Vacaville, CA and Oceanside, CA and Porriño, Spain • We bel
Slide 10: Why Are We Interested in Tanox?
Why Are We Interested in Tanox? Page 9 11/15/2006 • Genentech and Tanox have been collaborating since 1996 and received FDA approval of Xolair for allergic asthma in 2003 • Our belief in Xolair and IgE inhibition as an important way to treat patients, and as an area of great potential growth • We ex
Slide 11: Transition Planning and Process
Page 10 11/15/2006 Transition Planning and Process Ashraf Hanna, Vice President of Alliance Management and Pipeline Planning Support © 2006, Genentech
Slide 12: Tanox History and Milestones
Tanox History and Milestones Page 11 11/15/2006 Largest IPO Xolair Acquisition IgE patented in biotech history by Genentech launch 1986 1994 1996 2000 2004 2006 Project partnered Settlement Tse Wen & Nancy Chang with Novartis and Pipeline growth of issues w/ found Tanox later Genentech GNE and Novar
Slide 13: Key Items to be Addressed
Key Items to be Addressed Page 12 11/15/2006 • Which R&D programs does Genentech want to take forward? (e.g. Should we develop the anti-CD4 program or partner with a company with more HIV expertise? ) • Plan: Complete detailed review of each project in research development so that Genentech’s intern
Slide 14: Transition Process Will Be Organized Around Four Areas
Transition Process Will Be Organized Around Four Areas Page 13 11/15/2006 Process Summary HR Facilities/ Property R&D Programs Change Contracts management Number of Number, location, Number and Number of contracts; Rights 1. Assessment and capability of value of R&D employees by and obligations of f
Slide 15: Genentech Transition Team
Genentech Transition Team Page 14 11/15/2006 Facilities/ Communi Contracts R&D HR Property cation Mark Asbury Andy Chan Leigh Morgan Charles Calderaro Ashraf Hanna, Neil Cohen Team Leader Sean Bohen Brian Muma Ray Sanchez- Pescadore, Project Manager © 2006, Genentech
Slide 16: What Does This Mean For You?
What Does This Mean For You? Page 15 11/15/2006 • We encourage continued focus on your current efforts to bring important new medicines to patients, as this is in everyone’s best interest • While we fully expect the deal to go through, we aren’t there yet • Your current management continues to run t
Slide 17: Potential Paths Forward for Tanox Employees
Potential Paths Forward for Tanox Employees Page 16 11/15/2006 Retained by Tech Transfer Not offered transition Genentech Transition team or permanent position • Same • Retention bonus • Severance package benefits/compensation (details to be • Outplacement package as any determined) counseling servi
Slide 18: Employee Related Information
Page 17 11/15/2006 Employee Related Information Brian Muma, Senior Director of Compensation Benefits and Services © 2006, Genentech
Slide 19: What Does This Mean For You?
What Does This Mean For You? Page 18 11/15/2006 • 100% accelerated vesting of all outstanding unvested options paid out in cash upon close (equal to the difference between $20 and the stock option exercise price less applicable withholding taxes) • Payout of full 401k balance including accelerated v
Slide 20: Severance Details -- What is known
Severance Details -- What is known Page 19 11/15/2006 • The program will include a base severance for employees who will not be retained that takes into consideration both level and tenure, with maximum severance pay of 8 months salary for any employee • Associate Director and above will be eligible
Slide 21: Next Steps
Page 20 11/15/2006 Next Steps David Ebersman © 2006, Genentech
Slide 22: Decisions Yet to be Determined
Decisions Yet to be Determined Page 21 11/15/2006 • Future plans for Tanox’s pipeline • Future plans for Tanox’s sites • Future status of employees • Who will be retained • How/when decisions will be made after close; however, our intent is for decisions to be made as quickly and with as much transp
Slide 23: Next Steps
Next Steps Page 22 11/15/2006 Today: • Small functional meetings with Genentech and Tanox management This week: • Visit to San Diego facility by Genentech management Next few months: • Additional site visits to establish post-close integration plans • Deal not closed until at least Q1’07; Tanox rema
Slide 24: Thank You
Thank You Page 23 11/15/2006 © 2006, Genentech
Slide 25: Q&A Session
Page 24 11/15/2006 Q&A Session © 2006, Genentech
Slide 26: Tanox Safe Harbor
Tanox Safe Harbor This presentation was delivered by representatives of Genentech, Inc. to employees of Tanox, Inc. on November 15, 2006. This presentation contains forward-looking statements, including, without limitation, expectations regarding the closing of the merger transaction (“Merger”) with