Ventana Medical Systems Inc - Amended tender offer statement by Third Party (SC TO-T/A)
February 19 2008 - 11:03AM
Edgar (US Regulatory)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
Amendment
No. 22
to
SCHEDULE TO
(Rule
14d-100)
Tender
Offer Statement under Section 14(d)(1) or 13(e)(1) of
the
Securities Exchange Act of 1934
VENTANA
MEDICAL SYSTEMS, INC.
(Name
of Subject Company)
ROCKET
ACQUISITION CORPORATION
ROCHE
HOLDING LTD
(Names
of Filing Persons — Offeror)
Common
Stock, Par Value $0.001 Per Share
(including
the associated preferred stock purchase rights)
(Title
of Class of Securities)
92276H106
(Cusip
Number of Class of Securities)
Beat
Kraehenmann
Roche
Holding Ltd
Grenzacherstrasse
124
CH-4070
Basel
Switzerland
Telephone:
+41-61-688-1111
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices
and
Communications on Behalf of Filing Persons)
Copies
to:
Christopher
Mayer
Davis
Polk & Wardwell
450
Lexington Avenue
New
York, New York 10017
Telephone:
(212) 450-4000
CALCULATION
OF FILING FEE
Transaction
Valuation*
|
Amount
of Filing Fee**
|
$3,444,141,596
|
$135,354.76
|
*
|
Estimated
for purposes of calculating the filing fee only. This amount assumes
the
purchase of all 34,844,346 shares of common stock of Ventana Medical
Systems, Inc. outstanding as of January 20, 2008, all options outstanding
as of January 20, 2008 with respect to 4,895,184 shares of common
stock of
Ventana, and all performance units outstanding as of January 20,
2008 with
respect to 43,104 shares of common stock of
Ventana.
|
**
|
The
amount of the filing fee is
calculated in accordance with Rule 0-11 of the Securities Exchange
Act of
1934, as amended, by multiplying the transaction valuation by
0.00003930.
|
R
|
Check
box if any part of the fee
is offset as provided by Rule 0-11(a)(2) and identify the filing
with
which the offsetting fee was previously paid. Identify the previous
filing
by registration statement number, or the Form or Schedule and the
date of
its filing.
|
Amount
Previously Paid:
|
$43,902.45
|
|
Filing
Party:
|
Roche
Holding Ltd
|
Form
or Registration No.:
|
SC
TO-T/A
|
|
Date
Filed:
|
January
22, 2008
|
Amount
Previously Paid:
|
$91,452.31
|
|
Filing
Party:
|
Roche
Holding Ltd
|
Form
or Registration No.:
|
SC
TO-T
|
|
Date
Filed:
|
June
27, 2007
|
£
|
Check
the box if the filing
relates solely to preliminary communications made before the commencement
of a tender offer.
|
Check
the
appropriate boxes below to designate any transactions to which the statement
relates:
R
|
third-party
tender offer subject
to Rule 14d-1.
|
£
|
issuer
tender offer subject to
Rule 13e-4.
|
£
|
going-private
transaction subject
to Rule 13e-3.
|
£
|
amendment
to Schedule 13D under
Rule 13d-2.
|
Check
the following box if the filing is
a final amendment reporting the results of the tender
offer.
R
Items
1 through 9.
This
Amendment No. 22 to Tender Offer Statement on Schedule TO (the “
Schedule
TO
”) amends and supplements the statement originally filed on June 27,
2007 by Roche Holding Ltd, a joint stock company organized under the laws of
Switzerland (“
Parent
”), and Rocket Acquisition Corporation (the
“
Purchaser
”), a Delaware corporation and an indirect
wholly
owned subsidiary of Parent. This Schedule TO relates to the offer by the
Purchaser to purchase all outstanding shares of common stock, par value $0.001
per share (together with the associated preferred stock purchase rights, the
“
Shares
”), of Ventana Medical Systems, Inc., a Delaware
corporation (the “
Company
”), at $89.50 per Share, net to the
seller in cash, without interest and less applicable withholding taxes, upon
the
terms and subject to the conditions set forth in the Amended and Restated Offer
to Purchase, dated January 25, 2008 (the “
Offer to Purchase
”),
and in the related Letter of Transmittal (which, together with any amendments
or
supplements thereto, collectively constitute the
“
Offer
”).
The
information set forth in the Offer to Purchase, including all schedules thereto,
and the related Letter of Transmittal is expressly incorporated herein by
reference with respect to all of the items of this Schedule TO, except as
otherwise set forth below.
All
capitalized terms used in this Amendment No. 22 without definition have the
meanings ascribed to them in the Schedule TO.
Item
10. Financial Statements.
Not
applicable.
Item
11. Additional Information.
On
February 19, 2008, Parent issued a press release announcing the completion
of
the Offer. The subsequent offering period expired at 7:00 p.m., New
York City time, on Friday, February 15, 2008. According to Citibank,
N.A., the depositary for the Offer, as of 7:00 p.m., New York City time, on
February 15, 2008, a total of approximately 34,545,323 Shares were validly
tendered in the initial offering period and the subsequent offering period,
representing approximately 93.7% of the outstanding Shares. Purchaser
has accepted for payment all Shares that were validly tendered in the Offer
and
the consideration for all such Shares either has been paid or will promptly
be
paid.
The
acquisition of the Company is expected to be completed, on or about February
19,
2008, upon effectiveness of the Merger under the short-form merger provisions
of
Delaware Law without prior notice to, or any action by, any other Company
stockholder. At the Effective Time, each outstanding share of the
Company not owned by Parent and its subsidiaries (other than shares as to which
appraisal rights are validly exercised) will be converted into the right to
receive the same $89.50 in cash per Share, without interest, that was paid
in
the Offer. Following the Merger, the Company’s common stock will
cease to be traded on the NASDAQ Global Select Market and the Company will
become an indirect wholly owned subsidiary of Parent.
The
full
text of the press release issued by Parent is filed as Exhibit (a)(5)(xxi)
hereto and is incorporated herein by reference.
Item
12. Exhibits.
Item
12 is
hereby amended and supplemented with the following information:
Exhibit
(a)(5)(xxi) Press Release issued by Roche Holding Ltd, dated February
19, 2008
SIGNATURES
After
due
inquiry and to the best knowledge and belief of the undersigned, each of the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Date:
February 19, 2008
|
ROCKET
ACQUISITION CORPORATION
|
|
|
|
|
|
|
|
By:
|
/s/
Beat Kraehenmann
|
|
|
|
Name:
|
Beat
Kraehenmann
|
|
|
|
Title:
|
Secretary
|
|
|
|
|
|
|
|
ROCHE
HOLDING LTD
|
|
|
|
|
|
|
|
By:
|
/s/
Bruno Maier
|
|
|
|
Name:
|
Bruno
Maier
|
|
|
|
Title:
|
Authorized
Signatory
|
|
|
|
|
|
|
|
By:
|
/s/
Beat Kraehenmann
|
|
|
|
Name:
|
Beat
Kraehenmann
|
|
|
|
Title:
|
Authorized
Signatory
|
|
EXHIBIT INDEX
Exhibit
No.
|
|
Description
|
(a)(1)(i)
|
|
Offer
to Purchase dated June 27, 2007*
|
(a)(1)(ii)
|
|
Letter
of Transmittal*
|
(a)(1)(iii)
|
|
Notice
of Guaranteed Delivery*
|
(a)(1)(iv)
|
|
Letter
to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees*
|
(a)(1)(v)
|
|
Letter
to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees*
|
(a)(1)(vi)
|
|
Guidelines
for Certification of Taxpayer Identification Number on Substitute
Form
W-9*
|
(a)(1)(vii)
|
|
Summary
Advertisement dated June 27, 2007*
|
(a)(1)(viii)
|
|
Amended
and Restated Offer to Purchase dated January 25, 2008*
|
(a)(1)(ix)
|
|
Amended
and Restated Letter of Transmittal*
|
(a)(1)(x)
|
|
Amended
and Restated Notice of Guaranteed Delivery*
|
(a)(1)(xi)
|
|
Amended
and Restated Letter to Brokers, Dealers, Commercial Banks, Trust
Companies
and Other Nominees*
|
(a)(1)(xii)
|
|
Amended
and Restated Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees*
|
(a)(5)(i)
|
|
Press
Release issued by Roche Holding Ltd, dated June 25,
2007*
|
(a)(5)(ii)
|
|
Complaint
filed in the Court of Chancery of the State of Delaware in and for
New
Castle County on June 29, 2007*
|
(a)(5)(iii)
|
|
Complaint
filed in the United States District Court for the District of Arizona
on
June 29, 2007*
|
(a)(5)(iv)
|
|
Press
Release issued by Roche Holding Ltd, dated July 11,
2007*
|
(a)(5)(v)
|
|
Excerpt
from an Investor Presentation by Roche Holding Ltd, dated July 19,
2007*
|
(a)(5)(vi)
|
|
Transcript
of an Investor Presentation by Roche Holding Ltd, dated July 19,
2007*
|
(a)(5)(vii)
|
|
Press
Release issued by Roche Holding Ltd, dated July 25,
2007*
|
(a)(5)(viii)
|
|
Press
Release issued by Roche Holding Ltd, dated July 26,
2007*
|
(a)(5)(ix)
|
|
Press
Release issued by Roche Holding Ltd, dated August 21,
2007*
|
(a)(5)(x)
|
|
Press
Release issued by Roche Holding Ltd, dated August 22,
2007*
|
(a)(5)(xi)
|
|
Press
Release issued by Roche Holding Ltd, dated September 19,
2007*
|
(a)(5)(xii)
|
|
Press
Release issued by Roche Holding Ltd, dated October 29,
2007*
|
(a)(5)(xiii)
|
|
First
Amended Complaint filed in the Court of Chancery of the State of
Delaware
in and for New Castle County on October 26, 2007*
|
(a)(5)(xiv)
|
|
Press
Release issued by Roche Holding Ltd, dated November 13,
2007*
|
(a)(5)(xv)
|
|
Press
Release issued by Roche Holding Ltd, dated December 5,
2007*
|
(a)(5)(xvi)
|
|
Press
Release issued by Roche Holding Ltd, dated January 16,
2008*
|
(a)(5)(xvii)
|
|
Press
Release issued by Roche Holding Ltd and Ventana Medical Systems,
Inc.,
dated January 22, 2008*
|
(a)(5)(xviii)
|
|
Summary
Advertisement dated January 22, 2008*
|
(a)(5)(xix)
|
|
Press
Release issued by Roche Holding Ltd, dated January 31,
2008*
|
(a)(5)(xx)
|
|
Press
Release issued by Roche Holding Ltd, dated February 8,
2008*
|
(a)(5)(xxi)
|
|
Press
Release issued by Roche Holding Ltd, dated February 19,
2008
|
(b)
|
|
Not
applicable
|
(c)
|
|
Not
applicable
|
(d)(1)
|
|
Agreement
and Plan of Merger dated as of January 21, 2008 among Ventana Medical
Systems, Inc., Roche Holdings, Inc. and Rocket Acquisition
Corporation.*
|
(d)(2)
|
|
Guarantee
dated as of January 21, 2008 between Roche Holding Ltd and Ventana
Medical
Systems, Inc.*
|
(d)(3)
|
|
Stockholder
Tender and Support Agreement dated as of January 21, 2008 among
Thomas D. Brown, Rodney
F.
Dammeyer,
Edward M. Giles,
Christopher M. Gleeson, Thomas M. Grogan, M.D., Hany Massarany, Lawrence
L. Mehren, Mark C. Miller, Mark D. Tucker,
James R. Weersing and
Roche Holdings, Inc.*
|
(f)
|
|
Not
applicable
|
(g)
|
|
Not
applicable
|
(h)
|
|
Not
applicable
|
*
Previously filed
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