23-Jan-2008 - F. Hoffmann-La Roche AG

Roche to Acquire Ventana for $89.50 per share

Roche and Ventana Reach Definitive Merger Agreement

Roche and Ventana Medical Systems announced that they have signed a definitive merger agreement. Under the terms of the agreement, Roche will increase the purchase price in the tender offer for Ventana common shares to $89.50 per share in cash (or an aggregate of approximately $3.4 billion on a fully diluted basis), and Ventana's Board of Directors will recommend that Ventana's shareholders tender their shares to Roche. The merger agreement has been approved by the boards of Ventana and Roche. This offer represents a premium of 4.9% to Ventana's closing price on January 18, 2008, a 19.3% premium to Roche's initial offer on June 27, 2007, and a 72.3% premium to Ventana's closing price on June 22, 2007 (the last trading day prior to the announcement of Roche's initial offer). The acquisition of Ventana will allow Roche to broaden its diagnostic offerings and complement its world leadership in both in-vitro diagnostic systems and oncology therapies.

Under the terms of the merger agreement, Roche will amend its existing tender offer to acquire all of the outstanding common shares of Ventana to reflect the terms of the merger agreement. The amended offer will increase the offer price to $89.50 per share in cash, expire at 7:00 p.m., New York City time on Thursday, February 7, 2008 and be subject to, among other things, the conditions that there are validly tendered and not withdrawn, a number of common shares that, together with the shares owned by Roche and its subsidiaries, represents a majority of the total number of common shares outstanding on a fully-diluted basis.

Christopher Gleeson, Ventana's President and Chief Executive Officer, will continue as CEO of Ventana's business following completion of the transaction and become a member of the Roche Diagnostics Executive Committee. Ventana will remain based in Tucson, Arizona and its employees will become part of the combined company.

Facts, background information, dossiers
  • Roche
  • Ventana Medical Systems
  • Roche Diagnostics
  • oncology
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