Latham & Watkins Advises PathAI on Acquisition by Roche

Roche (SIX: RO, ROP; OTCQX: RHHBY) has announced that it has entered into a definitive merger agreement to acquire PathAI, a US‑based company in digital pathology and AI‑powered technology for pathology laboratories and the biopharma industry. This acquisition builds on the successful partnership between Roche and PathAI, established in 2021 and scaled up in 2024 to include the development of AI‑enabled companion diagnostic algorithms. Subject to the closing of the transaction, which is expected in the second half of the year, the acquired entity will become part of the Diagnostics Division. Under the terms of the agreement, Roche will pay a purchase price of US$750 million upfront and additional milestone payments of up to US$300 million, valuing the deal at US$1.05 billion.

Latham & Watkins LLP represents PathAI in the transaction with a corporate deal team led by Bay Area partner Luke Bergstrom, New York/Boston partner Stephen Ranere, and Boston partner Dan Hoffman, with associates Luke Blackett, Tim Plummer, Kelsey MacKinnon, and Megan Fitchen. Advice was also provided on tax matters by Bay Area partner Grace Lee, with associate Jake Meninga; on compensation and benefits matters by Los Angeles/Bay Area partner Julie Crisp, with associate Tayler Evan Daniels; on intellectual property, data privacy, and cybersecurity matters by Boston partner Deborah Hinck, with associate Daniel Barks; on US antitrust matters by Washington, D.C. partner Patrick English, with associates Ben Bouwman and Raven Earnest; on ex‑US antitrust and FDI matters by London partner Stephanie Adams; on regulatory matters by Washington, D.C./Los Angeles partner Paul Rosen and Washington, D.C. counsel Aaron Amundson, with associate Christine Kalpin; and on compliance matters by Washington, D.C. partner Erin Brown Jones.