Basel, 8 February 2008
Roche
purchases shares in tender offer for Ventana Commences subsequent offering period
Roche
(SWX: ROG.VX; RO.S; OTCQX; RHHBY) today announced that its wholly-owned subsidiary Rocket Acquisition
Corporation has accepted for payment all shares validly tendered pursuant to its tender offer for all
outstanding shares of common stock of Ventana Medical Systems, Inc. (NASDAQ: VMSI) at $89.50 per share
in cash. As of the expiration of the tender offer, a total of approximately
25,491,221shares of Ventana common stock were tendered and not withdrawn, representing approximately
70.5 % of Ventana’s outstanding shares.
Franz B. Humer, Roche Chairman
and CEO said: “We are pleased that we have successfully completed this step in the transaction and look
forward to welcoming Ventana to the Roche Group.”
Roche also announced
that Rocket Acquisition is providing a subsequent offering period to permit shareholders who have not
yet tendered their shares the opportunity to do so. This subsequent offering period will expire at 7:00
p.m., New York City time, on Friday, February 15, 2008. All shares tendered during the subsequent offering
period will be purchased for the same cash consideration per share as was paid in the tender offer.
Payment for such shares will be made promptly after the tender of the shares. Procedures for tendering
shares during the subsequent offering period are the same as during the tender offer except that the
guaranteed delivery procedures may not be used and withdrawal rights will not be available.
After
expiration of the subsequent offering period, Roche will complete the acquisition of Ventana through
a merger in which all shares of Ventana not owned by Roche and its subsidiaries (other than shares as
to which appraisal rights are validly exercised) will be converted into the right to receive the same
cash consideration per share as was paid in the tender offer. As a result of the purchase of shares
in the offer, Rocket Acquisition has sufficient voting power to approve the merger without the affirmative
vote of any other Ventana shareholder.
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, and is a market leader in virology. It is also active in other major therapeutic areas
such as autoimmune diseases, inflammatory and metabolic disorders and diseases of the central nervous
system. In 2007 sales by the Pharmaceuticals Division totaled 36.8 billion Swiss francs, and the Diagnostics
Division posted sales of 9.3 billion francs. Roche has R&D agreements and strategic alliances with
numerous partners, including majority ownership interests in Genentech and Chugai, and invested over
8 billion Swiss francs in R&D in 2007. Worldwide, the Group employs about 79,000 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
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 (THE “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 SHAREHOLDERS 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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