NEW YORK, Feb. 8 Roche(SWX: ROG.VX; RO.S; OTCQX; RHHBY) today announced that its wholly-ownedsubsidiary Rocket Acquisition Corporation has accepted for payment all sharesvalidly tendered pursuant to its tender offer for all outstanding shares ofcommon stock of Ventana Medical Systems, Inc. (Nasdaq: VMSI) at $89.50 pershare in cash.
As of the expiration of the tender offer, a total of approximately25,491,221 shares of Ventana common stock were tendered and not withdrawn,representing approximately 70.5% of Ventana's outstanding shares.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 havesuccessfully completed this step in the transaction and look forward towelcoming Ventana to the Roche Group."
Roche also announced that Rocket Acquisition is providing a subsequentoffering period to permit shareholders who have not yet tendered their sharesthe opportunity to do so. This subsequent offering period will expire at 7:00p.m., New York City time, on Friday, February 15, 2008. All shares tenderedduring the subsequent offering period will be purchased for the same cashconsideration per share as was paid in the tender offer. Payment for suchshares will be made promptly after the tender of the shares. Procedures fortendering shares during the subsequent offering period are the same as duringthe tender offer except that the guaranteed delivery procedures may not beused and withdrawal rights will not be available.
After expiration of the subsequent offering period, Roche will completethe acquisition of Ventana through a merger in which all shares of Ventana notowned by Roche and its subsidiaries (other than shares as to which appraisalrights are validly exercised) will be converted into the right to receive thesame cash consideration per share as was paid in the tender offer. As aresult of the purchase of shares in the offer, Rocket Acquisition hassufficient voting power to approve the merger without the affirmative vote ofany other Ventana shareholder.
Greenhill & Co. and Citi are acting as financial advisors to Roche andDavis Polk & Wardwell is acting as legal counsel.
Headquartered in Basel, Switzerland, Roche is one of the world's leadingresearch-focused healthcare groups in the fields of pharmaceuticals anddiagnostics. As the world's biggest biotech company and an innovator ofproducts and services for the early detection, prevention, diagnosis andtreatment of diseases, the Group contributes on a broad range of fronts toimproving people's health and quality of life. Roche is the world leader inin-vitro diagnostics and drugs for cancer and transplantation, and is a marketleader in virology. It is also active in other major therapeutic areas such asautoimmune diseases, inflammatory and metabolic disorders and diseases of thecentral nervous system. In 2007 sales by the Pharmaceuticals Division totaled36.8 billion Swiss francs, and the Diagnostics Division posted sales of 9.3billion francs. Roche has R&D agreements and strategic alliances with numerouspartners, including majority ownership interests in Genentech and Chugai, andinvested over 8 billion Swiss francs in R&D in 2007. Worldwide, the Groupemploys about 79,000 people.
Roche's Diagnostics Division offers a uniquely broad product portfolio andsupplies a wide array of innovative testing products and services toresearchers, physicians, patients, hospitals and laboratories world-wide.
Roche commenced operations in the U.S. over 100 years ago and theseoperations include research and development centers that conduct leading-edgework in advancing disease detection and treatment. Our diagnostics andpharmaceuticals businesses in the
U.S. employ more than 20,000 people and generate approximately $10 billionin sales (including Genentech), accounting for about 40% of the Roche Group'sglobal annual revenues.