UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 1)
89bio, Inc.
(Name of Subject Company)
89bio, Inc.
(Name of Person Filing Statement)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
282559103
(CUSIP Number of Class of Securities)
Rohan Palekar
Chief Executive Officer
89bio, Inc.
655 Montgomery Street, Suite 1500
San Francisco, CA 94111
(415) 432-9270
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
With copies to:
Ryan A. Murr
Branden C. Berns
Evan D’Amico
Melanie E. Neary
Gibson, Dunn & Crutcher LLP
One Embarcadero Center, Suite 2600
San Francisco, CA 94111-3715
(415) 393-8373
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the “Schedule 14D-9”) previously filed by 89bio, Inc., a Delaware corporation (the “Company” or “89bio”), with the Securities and Exchange Commission (the “SEC”) on October 1, 2025, relating to the tender offer on Schedule TO filed with the SEC on October 1, 2025 by Roche Holdings, Inc., a Delaware corporation (“Parent”) and Bluefin Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to the terms and subject to the conditions of the Agreement and Plan of Merger, dated as of September 17, 2025 (as it may be amended or supplemented from time to time, the “Merger Agreement”), by and among Parent, Merger Sub and 89bio, to purchase all of the outstanding shares of common stock of 89bio, $0.001 par value per share (the “Shares”) at a per Share offer price of (i) $14.50 in cash, without interest less any required withholding taxes, plus (ii) one non-tradeable contingent value right representing the right to receive certain contingent payments of up to an aggregate amount of $6.00 per Share in cash, without interest less any required withholding taxes, upon the achievement of specified milestones on or prior to the applicable milestone outside dates, subject to and in accordance with the terms of the Contingent Value Rights Agreement to be entered into with Equiniti Trust Company, LLC, a New York limited liability trust company, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 1, 2025 and the related Letter of Transmittal, as each may be amended or supplemented from time to time. Any capitalized term used and not otherwise defined herein shall have the meaning ascribed to such term in the Schedule 14D-9.
This Amendment No. 1 is being filed to reflect certain updates to the Schedule 14D-9 as set forth below. Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment No. 1.
Item 9. Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit:
| Exhibit No. | Description | |
| (a)(5)(M) |
Amended Form of CVR Agreement between Roche Holdings, Inc. and Equiniti Trust Company, LLC (incorporated by reference to Exhibit (d)(5) to the Schedule TO). | |
| * | Previously filed. |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| 89BIO, INC. | ||
| By: | /s/ Rohan Palekar | |
| Name: | Rohan Palekar | |
| Title: | Chief Executive Officer | |
Dated: October 23, 2025