Media Release
Basel, 11 July 2007
Roche says offer for Ventana Medical Systems, Inc. is full and fair
Roche (SWX: ROG.VX; RO.S), a world-leading healthcare provider of pharmaceuticals and diagnostics, released the following statement in response to today’s announcement by Ventana Medical Systems, Inc. (“Ventana”) (NASDAQ: VMSI):
Roche takes note that Ventana’s Board of Directors remains unwilling to discuss Roche’s all-cash offer for Ventana. Roche’s offer of $75.00 per share in cash, or an aggregate of approximately $3 billion on a fully diluted basis, represents a 44% premium to Ventana’s close of $51.95 on June 22, 2007, the last trading day prior to Roche’s offer, and a 55% premium to its three-month average of $48.30, as of the same date.
“Roche continues to believe that its offer of $75 per share in cash is a full and fair offer and a unique opportunity for Ventana’s stockholders to receive value now that reflects Ventana’s current business and full future potential,” said Franz B. Humer, Chairman and CEO of Roche. “We are committed to bringing our companies together and continue to prefer to commence discussions with Ventana to effect a negotiated transaction.”
It remains Roche’s preference to enter into a negotiated transaction with Ventana. If Ventana refuses to negotiate, Roche will continue to pursue a transaction unilaterally. In addition to its cash tender offer, Roche will consider taking action in connection with Ventana’s 2008 annual meeting. Such action may include the nomination of new directors to Ventana’s Board and/or proposals to amend Ventana’s bylaws.
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.
Further information
- Response letter to Ventana’s management
Roche says offer for Ventana Medical Systems, Inc. is full and fair
Roche (SWX: ROG.VX; RO.S), a world-leading healthcare provider of pharmaceuticals and diagnostics, released the following statement in response to today’s announcement by Ventana Medical Systems, Inc. (“Ventana”) (NASDAQ: VMSI):
Roche takes note that Ventana’s Board of Directors remains unwilling to discuss Roche’s all-cash offer for Ventana. Roche’s offer of $75.00 per share in cash, or an aggregate of approximately $3 billion on a fully diluted basis, represents a 44% premium to Ventana’s close of $51.95 on June 22, 2007, the last trading day prior to Roche’s offer, and a 55% premium to its three-month average of $48.30, as of the same date.
“Roche continues to believe that its offer of $75 per share in cash is a full and fair offer and a unique opportunity for Ventana’s stockholders to receive value now that reflects Ventana’s current business and full future potential,” said Franz B. Humer, Chairman and CEO of Roche. “We are committed to bringing our companies together and continue to prefer to commence discussions with Ventana to effect a negotiated transaction.”
It remains Roche’s preference to enter into a negotiated transaction with Ventana. If Ventana refuses to negotiate, Roche will continue to pursue a transaction unilaterally. In addition to its cash tender offer, Roche will consider taking action in connection with Ventana’s 2008 annual meeting. Such action may include the nomination of new directors to Ventana’s Board and/or proposals to amend Ventana’s bylaws.
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
- Response letter to Ventana’s management
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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
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OFFER MATERIALS) FILED BY ROCHE WITH THE SECURITIES AND EXCHANGE COMMISSION (SEC) ON JUNE 27, 2007.
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