Basel, 24 March 2003

Commencement of public tender offer to Disetronic shareholders

As announced on 10 February 2003, Roche is offering to exchange CHF 670 in cash and two Roche non-voting equity securities for each publicly held Disetronic registered share. The offer period starts today and ends on 28 April 2003. Roche reserves the right to extend the offer period, if necessary. For the acquisition to take place, Roche’s offer must be accepted by at least 80% of Disetronic’s shareholders.

The proposed acquisition has the support of Disetronic’s board of directors. The transaction is subject to approval by an extraordinary general meeting of Disetronic’s shareholders on 23 April 2003 and by antitrust authorities.

On 10 February 2003 Roche announced its intention to acquire the medical device supplier Disetronic. The deal will make Roche Diagnostics a leader in integrated diabetes management. It is already the world’s top maker of diabetes monitoring systems. By combining the two businesses, Roche will be able to offer comprehensive diabetes management solutions.

Headquartered in Burgdorf, Switzerland, the Disetronic Group is a leading supplier of infusion and injection systems. After the transaction is finalised, Disetronic’s Infusion Systems division, whose main product line is insulin pumps, will become part of Roche Diagnostics’ Diabetes Care unit. Roche will not acquire the smaller of Disetronic’s two divisions, Disetronic Injection Systems AG, which is to be sold to Willy Michel, Disetronic’s founder, Chairman and Delegate to the Board of Directors.

Disetronic
Disetronic, which is based in Burgdorf near Berne, has been a world leader in the research and development of insulin pumps and injection systems for the treatment of diabetes since 1984. Its two core businesses generated combined sales of 240.1 million Swiss francs in the first nine months of the company’s 2002/2003 business year (April to December 2002), representing a year-on-year increase of 14.3% in local currencies. The Disetronic Group employs some 1270 people worldwide. In addition to its core businesses, Disetronic is pursuing research projects in continuous blood glucose measurement and artificial pancreas technology with the aim of making life easier for people with diabetes.

Roche Diabetes Care
Roche Diabetes Care is one of Roche Diagnostics’ five business areas and a pioneer in the development of blood glucose monitoring systems. With total sales in 2002 of 2,511 million Swiss francs and a growth rate of 14% in local currencies, Roche Diabetes Care is the market leader in its segment. Its main products are the Accu-Chek family of blood glucose meters and test strips, including Accu-Chek Compact, Accu-Chek Advantage and Accu-Chek Active. Roche Diabetes Care has facilities in Mannheim (Germany), Indianapolis (USA) and Ponce (Puerto Rico).

Roche
Headquartered in Basel, Switzerland, Roche is one of the world’s leading research-oriented healthcare groups. The company’s two core businesses, pharmaceuticals and diagnostics, develop and market innovative products and services aimed at preventing, diagnosing and treating disease and thus enhancing people’s health and quality of life. In 2002 Roche’s core businesses recorded sales of 26.5 billion Swiss francs and employed some 62,000 people worldwide.

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Disclaimer
The exchange offer by Roche for shares of Disetronic Holding A.G. is not being made and will not be made, directly or indirectly, in the United States. Roche is not soliciting the tender of shares of Disetronic Holding A.G. by any holder of such shares in the United States. Any securities of Roche that may be delivered in the exchange offer will not be registered under the United States securities act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Copies of this release are not being mailed or otherwise distributed or sent in or into or made available in the United States. Persons receiving this document (including custodians, nominees and trustees) must not distribute or send such documents or any related documents in, into or from the United States.