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Basel, 14 November 2007
Roche Confirms Commencement
of Due
Diligence with Ventana
Roche (SWX: ROG.VX; RO.S) confirmed today
that
it has entered into a confidentiality agreement with Ventana Medical Systems, Inc. (NASDAQ: VMSI) and
that it will commence due diligence. Roche cautioned that there can be no assurance that an agreement
with respect to the acquisition of Ventana will be reached.
On June 27,
2007, Roche commenced a tender offer to acquire all of the outstanding common shares of Ventana for
$75.00 per share in cash. This price represents a 44% premium to Ventana’s close of $51.95 on June 22,
2007 (the last trading day prior to the announcement of Roche’s offer) and a 55% premium to its three-month
average as of the same date of $48.30. The tender offer will expire at 5:00 p.m., New York City time
on Thursday, January 17, 2008, unless further extended.
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, metabolic disorders and diseases
of the central nervous system. In 2006 sales by the Pharmaceuticals Division totaled 33.3 billion Swiss
francs, and the Diagnostics Division posted sales of 8.7 billion Swiss francs. Roche has R&D agreements
and strategic alliances with numerous partners, including majority ownership interests in Genentech
and Chugai, and invests approximately 7 billion Swiss francs a year in R&D. Worldwide, the Group
employs about 75,000 people.
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: www.roche.com/info070625
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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