Fitch: Roche's Ratings Placed On Rating Watch Negative.

LONDON & CHICAGO -- 23 July 2008: Fitch Ratings has today placed Roche Holding Ltd.'s (Roche) 'AA' Long-term Issuer Default Rating (IDR) and 'F1+' Short-term IDR on Rating Watch Negative. The rating action arose from the company's offer to acquire the 44% of shares in Genentech not already owned for approximately USD43.7bn. The transaction is expected to be a cash merger whereby all outstanding Genentech shares and options, not held by Roche, will be converted into cash.

Fitch currently believes that leverage will rise to a level outside of the current rating category, given a large amount of debt necessary to finance the transaction. The Rating Watch will be resolved as additional details of the capital structure become available.

A committee of three independent directors on Genentech's Board of Directors will now evaluate Roche's proposal for recommendation to its shareholders. Approval of the merger from a majority of shareholders is required. Fitch acknowledges that further negotiations may ensue, which may change the final acquisition price, to reach a definitive merger agreement.

Fitch's rating definitions and the terms of use of such ratings are available on the agency's public site, www.fitchratings.com. Published ratings, criteria and methodologies are available from this site, at all times. Fitch's code of conduct, confidentiality, conflicts of interest, affiliate firewall, compliance and other relevant policies and procedures are also available from the 'Code of Conduct' section of this site. The issuer did not participate in the rating process other than through the medium of its public disclosure.