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On June 27, 2007, Roche commenced a tender offer to acquire all of theoutstanding common shares of Ventana for $75.00 per share in cash. This pricerepresents a 44% premium to Ventana's close of $51.95 on June 22, 2007 (thelast trading day prior to the announcement of Roche's offer) and a 55% premiumto its three-month average as of the same date of $48.30.
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Greenhill & Co. and Citi are acting as financial advisors to Roche andDavis Polk & Wardwell is acting as legal counsel.
About Roche
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, a market leaderin virology and active in other major therapeutic areas such as autoimmunediseases, inflammation, metabolic disorders and diseases of the centralnervous system. In 2006 sales by the Pharmaceuticals Division totaled 33.3billion Swiss francs, and the Diagnostics Division posted sales of 8.7 billionSwiss francs. Roche has R&D agreements and strategic alliances with numerouspartners, including majority ownership interests in Genentech and Chugai, andinvests approximately 7 billion Swiss francs a year in R&D. Worldwide, theGroup employs about 75,000 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 andgenerate approximately $10 billion in sales (including Genentech), accountingfor about 40% of the Roche Group's global annual revenues.
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 DIFFERMATERIALLY IN THE FUTURE FROM THOSE REFLECTED IN FORWARD-LOOKING STATEMENTSCONTAINED IN THIS DOCUMENT, AMONG OTHERS: (1) PRICING AND PRODUCT INITIATIVESOF COMPETITORS; (2) LEGISLATIVE AND REGULATORY DEVELOPMENTS AND ECONOMICCONDITIONS; (3) DELAY OR INABILITY IN OBTAINING REGULATORY APPROVALS ORBRINGING PRODUCTS TO MARKET; (4) FLUCTUATIONS IN CURRENCY EXCHANGE RATES ANDGENERAL 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 RESEARCHPROJECTS, UNEXPECTED SIDE-EFFECTS OF PIPELINE OR MARKETED PRODUCTS; (6)INCREASED GOVERNMENT PRICING PRESSURE
