Roche Completes Tender Offer for Ventana Shares
February 19 2008 - 1:30AM
PR Newswire (US)
Acquisition of Ventana to be Completed Today BASEL, Switzerland,
Feb. 19 /PRNewswire-FirstCall/ -- Roche (SWX: ROG.VX; RO.S; OTC:
RHHBY) and Ventana Medical Systems Inc. (NASDAQ:VMSI) today
announced that Roche has completed the tender offer for the
outstanding shares of Ventana. As of the expiration of the
subsequent offering period, Rocket Acquisition Corporation, a
wholly-owned subsidiary of Roche, had purchased a total of
approximately 34,545,323 shares of Ventana common stock,
representing approximately 93.7% of Ventana's outstanding shares.
All shares validly tendered in the offer have been accepted for
payment, and the consideration for all such shares either has been
paid or will promptly be paid. Roche expects to complete the
acquisition of Ventana today through a short-form merger, without a
vote or meeting of Ventana's shareholders. In the merger, all of
the 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 that was paid in the tender offer. Following the
merger, Ventana's common stock will cease to be traded on the
NASDAQ Global Select Market. "This is a truly exciting day for
Roche. Ventana broadens Roche's diagnostic offerings and
complements Roche's strong existing position in in- vitro
diagnostic systems. Incorporating Ventana will enhance our position
as the world's leading, personalized healthcare company," commented
Franz B. Humer, Chairman and CEO of Roche. "We are happy to
officially welcome Ventana's employees to the Roche Group and will
begin the integration of our businesses immediately." 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
http://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:
http://www.roche.com/info070625 Contacts for Roche: Roche Group
Media Office Phone: +41 61 688 8888 / e-mail: - Daniel Piller (Head
of Roche Group Media Office) - Alexander Klauser Brunswick Group
(for U.S. media) Phone: +1 212 333 3810 - Steve Lipin - Nina Devlin
MacKenzie Partners (for U.S. investors) Phone: +1 212 929 5500 -
Larry Dennedy - Bob Marese 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).
DATASOURCE: Roche CONTACT: Daniel Piller, Head of Roche Group Media
Office, or Alexander Klauser, both of Roche, +41-61-688-8888, ; or
U.S. media, Steve Lipin or Nina Devlin, both of Brunswick Group for
Roche, +1-212-333-3810; or U.S. investors, Larry Dennedy or Bob
Marese, both of MacKenzie Partners for Roche, +1-212-929-5500 Web
site: http://www.roche.com/ http://www.roche.com/info070625
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