Basel, July 25, 2007
Roche
Announces Expiration of HSR Waiting Period for Ventana Offer
Roche
(SWX: ROG.VX; RO.S), a world-leading healthcare provider of pharmaceuticals and diagnostics, today announced
that the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, as amended,
applicable to Roche’s tender offer for all outstanding shares of common stock of Ventana Medical Systems
(NASDAQ: VMSI) has expired.
On June 27, 2007, Roche commenced a tender
offer to purchase all outstanding shares of Ventana for $75 per share in cash. The expiration of the
HSR waiting period satisfies one of the conditions to the tender offer. The offer is also conditioned
upon, among other things, the tender of a majority of Ventana’s shares of common stock on a fully diluted
basis, Ventana’s Board taking all necessary actions to make its shareholder rights plan inapplicable
to Roche’s offer, and other customary conditions. Greenhill & Co. and Citi are acting
as financial advisors to Roche and Davis Polk & Wardwell is acting as legal counsel.
About
Roche Headquartered in Basel, Switzerland, Roche is one of the world’s leading
research-focused healthcare groups in the fields of pharmaceuticals and diagnostics. As the world’s
biggest biotech company and an innovator of products and services for the early detection, prevention,
diagnosis and treatment of diseases, the Group contributes on a broad range of fronts to improving people’s
health and quality of life. Roche is the world leader in in-vitro diagnostics and drugs for cancer and
transplantation, a market leader in virology and active in other major therapeutic areas such as autoimmune
diseases, inflammation, metabolism and central nervous system. In 2006 sales by the Pharmaceuticals
Division totaled CHF 33.3 billion, and the Diagnostics Division posted sales of CHF 8.7 billion. Roche
employs roughly 75,000 people worldwide and has R&D agreements and strategic alliances with numerous
partners, including majority ownership interests in Genentech and Chugai.
Roche’s
Diagnostics Division offers a uniquely broad product portfolio and supplies a wide array of innovative
testing products and services to researchers, physicians, patients, hospitals and laboratories world-wide.
Roche
commenced operations in the U.S. over 100 years ago and these operations include research and development
centers that conduct leading-edge work in advancing disease detection and treatment. Our diagnostics
and pharmaceuticals businesses in the U.S. employ more than 20,000 people and generate approximately
$10 billion in sales (including Genentech), accounting for about 40% of the Roche Group's global annual
revenues.
For further information, please visit www.roche.com.
All trademarks used or mentioned in this release are
protected by law.
Further information -
All documents on the offer to Ventana’s shareholders
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS THIS DOCUMENT CONTAINS CERTAIN FORWARD-LOOKING
STATEMENTS. THESE FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY WORDS SUCH AS ‘BELIEVES’, ‘EXPECTS’,
‘ANTICIPATES’, ‘PROJECTS’, ‘INTENDS’, ‘SHOULD’, ‘SEEKS’, ‘ESTIMATES’, ‘FUTURE’ OR SIMILAR EXPRESSIONS
OR BY DISCUSSION OF, AMONG OTHER THINGS, STRATEGY, GOALS, PLANS OR INTENTIONS. VARIOUS FACTORS MAY CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY IN THE FUTURE FROM THOSE REFLECTED IN FORWARD-LOOKING STATEMENTS
CONTAINED IN THIS DOCUMENT, AMONG OTHERS: (1) PRICING AND PRODUCT INITIATIVES OF COMPETITORS; (2) LEGISLATIVE
AND REGULATORY DEVELOPMENTS AND ECONOMIC CONDITIONS; (3) DELAY OR INABILITY IN OBTAINING REGULATORY
APPROVALS OR BRINGING PRODUCTS TO MARKET; (4) FLUCTUATIONS IN CURRENCY EXCHANGE RATES AND GENERAL FINANCIAL
MARKET CONDITIONS; (5) UNCERTAINTIES IN THE DISCOVERY, DEVELOPMENT OR MARKETING OF NEW PRODUCTS OR NEW
USES OF EXISTING PRODUCTS, INCLUDING WITHOUT LIMITATION NEGATIVE RESULTS OF CLINICAL TRIALS OR RESEARCH
PROJECTS, UNEXPECTED SIDE-EFFECTS OF PIPELINE OR MARKETED PRODUCTS; (6) INCREASED GOVERNMENT PRICING
PRESSURES; (7) INTERRUPTIONS IN PRODUCTION; (8) LOSS OF OR INABILITY TO OBTAIN ADEQUATE PROTECTION FOR
INTELLECTUAL PROPERTY RIGHTS; (9) LITIGATION; (10) LOSS OF KEY EXECUTIVES OR OTHER EMPLOYEES; AND (11)
ADVERSE PUBLICITY AND NEWS COVERAGE. THE STATEMENT REGARDING EARNINGS PER SHARE GROWTH IS NOT A PROFIT
FORECAST AND SHOULD NOT BE INTERPRETED TO MEAN THAT ROCHE’S EARNINGS OR EARNINGS PER SHARE FOR ANY CURRENT
OR FUTURE PERIOD WILL NECESSARILY MATCH OR EXCEED THE HISTORICAL PUBLISHED EARNINGS OR EARNINGS PER
SHARE OF ROCHE.
ADDITIONAL INFORMATION AND WHERE TO FIND IT THIS
PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO PURCHASE OR A SOLICITATION
OF AN OFFER TO SELL VENTANA’S COMMON STOCK. THE TENDER OFFER IS BEING MADE PURSUANT TO A TENDER OFFER
STATEMENT ON SCHEDULE TO (INCLUDING THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND OTHER RELATED TENDER
OFFER MATERIALS) FILED BY ROCHE WITH THE SECURITIES AND EXCHANGE COMMISSION (SEC) ON JUNE 27, 2007.
THESE MATERIALS, AS THEY MAY BE AMENDED FROM TIME TO TIME, CONTAIN IMPORTANT INFORMATION, INCLUDING
THE TERMS AND CONDITIONS OF THE OFFER, THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE TENDER OFFER. INVESTORS AND STOCKHOLDERS CAN OBTAIN A FREE COPY OF THESE MATERIALS AND
OTHER DOCUMENTS FILED BY ROCHE WITH THE SEC AT THE WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV. THE
TENDER OFFER MATERIALS MAY ALSO BE OBTAINED FOR FREE BY CONTACTING THE INFORMATION AGENT FOR THE TENDER
OFFER, MACKENZIE PARTNERS AT (212) 929-5500 OR (800) 322-2885 (TOLL-FREE). |
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