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January 22, 2008

Roche Wins Over Ventana at a $3.4B Price

  • In take-over battle with Roche that has lasted almost five months, Ventana Medical Systems finally agreed to a $3.4 billion purchase price. Roche upped its bid $14.5 per share, or 19.33%, to ink a definitive merger agreement.

    Roche’s current offer of $89.5 per share represents a 4.9% premium over Ventana’s closing price yesterday. More significantly, the proposal is 72.3% more than Ventana’s value the day before Roche made its initial unsolicited bid of $75 per share.

    The current definitive merger agreement between the firms is a major accomplishment for Roche, which extended its offer five times.  Each was met with a resounding no from Ventana’s board and a meager amount of shares being tendered over. Ventana’s board has now unanimously approved Roche’s proposal and said that it will recommend that shareholders tender their shares.

    Before Roche’s last extension, Ventana inked a confidentiality agreement that allowed Roche to commence due diligence and get access to nonpublic information regarding Ventana.

    “Ventana’s board of directors has been dedicated to ensuring that any strategic value creation opportunities with Roche or other third parties would adequately reflect the inherent value of the company, its steady growth momentum, and the magnitude of potential synergies in a combination,” remarks Christopher Gleeson, Ventana’s president and CEO, who will continue as CEO of Ventana’s business.

    “I am confident that Ventana’s unique position at the forefront of the emerging field of companion diagnostics and its robust growth in both advanced staining and primary staining ideally complements the strong position of Roche in the field of diagnostics and oncology over the long term.”