The $1.3 billion share sale that has rocked one of the world’s richest families
By Devon Pendleton
It was the sort of thing that happened once a generation — at most.
For more than 125 years, the descendants of Swiss entrepreneur Fritz Hoffmann-La Roche have remained in control of Roche Holding, harnessing the remunerative power of sticking together. After five generations — a point at which most dynastic fortunes have long since evaporated — Roche’s blockbuster oncology drugs and Covid-19 tests have lifted its market cap to 229 billion Swiss francs ($356 billion) and minted one of the 10 richest families in the world.
So investors were stunned when Roche announced that an unidentified family member was selling a 2.5 per cent stake, defying the clan’s longstanding structure of pooling their shares and voting as one. While the position was snapped up last week at a discount for $US899 million ($1.29 billion), and the family’s controlling position was never in doubt, the decision nonetheless roiled the stock price.
The move cast a spotlight on the affairs of a normally ultra-secretive family while shaving $US387.4 million from its collective net worth. It also raises questions about the staying power of its shareholding, with many heirs now distant from the company’s operations. The Hoffmann-Oeri bloc held 67.5 per cent of bearer shares as of December31, with Maja Oeri accounting for another 7.6 per cent, according to the company’s website.
Roche and the family declined to identify the seller. Swiss press speculated that fourth-generation member Maja Hoffmann was the likely candidate. An art collector, documentary film producer and philanthropist who recently developed a sprawling arts centre in the south of France, she had an estimated net worth of $US5.8 billion as of Monday’s close, according to the Bloomberg Billionaires Index. The family’s combined fortune is about $US40.4 billion.
A sale by Hoffmann or any other family member is particularly rare because of how they own their shares. For 75 years, they’ve used their pooled voting bloc to hold a majority stake, ensuring control over the drugmaker.
The pool comprises 15 individuals, a family charitable foundation and a holding company, according to Roche. The collective position is comprised of so-called bearer shares, which carry voting rights and trade separately from the common stock. The result is a concentrated family shareholder that votes in concert, making Roche a formidable adversary for potential acquirers.
The bearer shares also come with stipulations around selling. They likely involve a right of first refusal for the family pool, according to Samy Dwek, chief executive officer of the Family Office Doctor, who advises wealthy families on trusts and succession matters.
Continuity is paramount to ensuring structures like the Hoffmann-Oeri clan’s succeed. Joerg Duschmale, a fifth-generation family member, told Switzerland’s Bilanz magazine in a rare interview after being appointed to the board in 2020 that his role was “to continue the successful family history and to pass it on to the next generation.”
He and Andre Serenus Hoffmann are the only two family members on the board. None is involved at the executive level.
Low-key lifestyle
The Hoffmanns and Oeris have generally pursued low-key lifestyles unrelated to pharmaceuticals, spanning careers from orthopedics to running a jazz club, and charitable endeavours that frequently focus on environmental issues.
Maja Hoffmann, 66, is comparatively well known. An art collector for decades, she’s produced documentaries on artists including Marina Abramovic and Jean-Michel Basquiat and spearheaded the development of Luma Arles, an art campus in France that opened in 2021. Anchored by a Frank Gehry-designed glittering metal tower, its 27 acres showcase art, including works belonging to Hoffmann, and provide studio and collaboration space.
A family member offloading Roche bearer shares is unusual — but not unprecedented.
Third-generation family member Lukas Hoffmann, a co-founder of the World Wildlife Fund and Maja’s father, left the pool entirely in 2004, though his children remained shareholders. Maja Oeri, part of the fourth-generation, transferred her shares out of the bloc in 2011 and continues to hold them separately.
“The last thing you want is dysfunction.”
Samy Dwek, chief executive officer of the Family Office Doctor, who advises wealthy families on trusts and succession matters.
As dynasties age, younger generations have to balance their fidelity to the company and fellow family members in supporting the golden goose with their own interests and financial needs. A common source of rifts among family members is the issue of extracting cash from the main business, with some heirs wanting to wring more dividends and others preferring to reinvest. Roche distributed more than 720 million Swiss francs annually in dividends to the family from 2020 through 2022, according to Bloomberg calculations.
But as families grow through generations and pursue their own, sometimes costly passions and interests, the desire to tap into funds beyond their allotted income stream can grow. The constituents of the Hoffmann-Oeri shareholder pool effectively doubled in 2019 when seven members of the fifth generation joined.
Allowing members the option of exiting a pooled arrangement or selling shares is key to preserving family harmony, said Dwek, of the Family Office Doctor.
“If you make them a prisoner, then they can be disruptive,” he said. Here, “they’ve created an environment where someone can be proud to be part of the founding family, where they have the ability and flexibility to exit and follow their passion without creating a feud within the family. The very last thing you want is dysfunction.”
Bloomberg
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