>>Roche Says Offer for Ventana Medical Systems, Inc. is Full and Fair
Wednesday July 11, 1:05 pm ET
BASEL, Switzerland, July 11 /PRNewswire/ -- Roche (SWX: ROG.VX; RO.S), a world-leading healthcare provider of pharmaceuticals and diagnostics, released the following statement in response to today's announcement by Ventana Medical Systems, Inc. ("Ventana") (Nasdaq: VMSI - News):
Roche takes note that Ventana's Board of Directors remains unwilling to discuss Roche's all-cash offer for Ventana. Roche's offer of $75.00 per share in cash, or an aggregate of approximately $3 billion on a fully diluted basis, represents a 44% premium to Ventana's close of $51.95 on June 22, 2007, the last trading day prior to Roche's offer, and a 55% premium to its three-month average of $48.30, as of the same date.
"Roche continues to believe that its offer of $75 per share in cash is a full and fair offer and a unique opportunity for Ventana's stockholders to receive value now that reflects Ventana's current business and full future potential," said Franz B. Humer, Chairman and CEO of Roche. "We are committed to bringing our companies together and continue to prefer to commence discussions with Ventana to effect a negotiated transaction."
It remains Roche's preference to enter into a negotiated transaction with Ventana. If Ventana refuses to negotiate, Roche will continue to pursue a transaction unilaterally. In addition to its cash tender offer, Roche will consider taking action in connection with Ventana's 2008 annual meeting. Such action may include the nomination of new directors to Ventana's Board and/or proposals to amend Ventana's bylaws.
Greenhill & Co. and Citi are acting as financial advisors to Roche and Davis Polk & Wardwell is acting as legal counsel.
Following is a copy of the letter Roche sent on July 11, 2007 to Ventana's Chairman:
July 11, 2007
Mr. Jack Schuler
Chairman
Ventana Medical Systems, Inc.
1910 Innovation Park Drive
Tucson, AZ 85755
Dear Jack:
Roche continues to believe that its offer of $75 per share in cash for each share of Ventana stock is a full and fair offer and a unique opportunity for your stockholders to receive value now that reflects Ventana's current business and full future potential.
As you should also know from our prior communications, it has been and remains Roche's preference to conclude a negotiated transaction with Ventana. In the absence of such negotiations, our judgment about Ventana's value and potential has been based solely on publicly available information. To the extent that you believe that Ventana has additional information that would support a valuation in excess of our offer, we would be willing to consider it in a negotiation with you.
If you continue to decline to negotiate with us we will have no choice but to effect a transaction unilaterally. Since, as you indicate, "this is about stockholder value," we strongly hope that you will either agree to commence discussions with us about a transaction, or let your stockholders make their own determinations and choices about the adequacy of our offer.
We look forward to hearing from you.
Sincerely,
Franz B. Humer<<
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Hmmm. If Roche manages to make changes at the annual meeting,can they then change VMSI to a Delaware Corp. to get around that pesky Arizona law? Does Arizona law allow them to even try that? Ventana shares have recovered from their morning dip, and continue to trade above $80. Even though this will clearly drag on for a while. Still just watching with interest, waiting for a move back into the middle high $70s (which may never come), trying to understand what the smart money seems to be understanding. Definitely left some money on the table here.
Cheers, Tuck |
