Roche to acquire Ventana for $89.50 per share

23 January 2008

Basel-based provider of pharmaceuticals and diagnostics, Roche, and Ventana Medical Systems today announced having signed a definitive merger agreement for approximately $3.4 billion.

This offer represents a premium of 4.9 per cent to Ventana's closing price on 18 January 2008 and 19.3 per cent premium to Roche's initial offer on 27 June 2007, making it a 72.3-per cent premium to Ventana's closing price on the last trading day prior to the announcement of Roche's initial offer on 22 June 2007.

"We are very pleased that we were able to reach an agreement with Ventana," said Franz B. Humer, chairman and CEO of Roche. "Our combined company will be uniquely positioned to further expand Ventana's business globally and together develop more cost-efficient, differentiated and targeted medicines

Under the terms of the agreement, Roche will increase the purchase price in the tender offer for Ventana common shares to $89.50 per share in cash amounting to approximately $3.4 billion on a fully diluted basis.

In turn Ventana's board of directors, who have approved the transaction, will recommend the proposal to their shareholders. Under the terms of the merger agreement Ventana  shareholders have till 7 February to tender their shares.

Christopher Gleeson, Ventana's president and chief executive officer, will continue as CEO of Ventana's business following completion of the transaction and become a member of the Roche Diagnostics executive committee. Ventana will continue to be based in Tucson, Arizona
 
"I am confident that Ventana's unique position at the forefront of the emerging field of companion diagnostics and its robust growth in both advanced staining and primary staining ideally complements the strong position of Roche in the field of diagnostics and oncology over the long term," said Gleeson.