Roche, not getting far with the tender offer, tries a different tack, attempting to get its own directors -- about half of whom might have any experience in Ventana's field -- on to Ventana's board. I would not expect this move to be any more successful than the tender offer, but it' worth a try, as it's probably more aggravation for Ventana than for Roche. VMSI off a bit after hours, but still trading almost 20% above Roche's offer.
>>Roche to Nominate Independent Directors for Election at Ventana's 2008 Annual Stockholders Meeting
Wednesday December 5, 5:54 pm ET
BASEL, Switzerland, Dec. 5 /PRNewswire-FirstCall/ -- Roche (SWX: ROG.VX; RO.S) announced today that it gave notice to Ventana Medical Systems, Inc. (Nasdaq: VMSI - News), as required by Ventana's bylaws, that it will nominate independent candidates to replace Ventana's board of directors at Ventana's 2008 annual stockholders meeting.
On June 27, 2007, Roche commenced a tender offer to acquire all of the outstanding common shares of Ventana for $75.00 per share in cash. This price represents a 44% premium to Ventana's close of $51.95 on June 22, 2007 (the last trading day prior to the announcement of Roche's offer) and a 55% premium to its three-month average as of the same date of $48.30. Recently, Roche entered into a confidentiality agreement with Ventana and has carried out limited due diligence.
Franz B. Humer, Chairman and CEO of Roche said, "We have taken this step, as required by Ventana's bylaws, because we are committed to pursuing the acquisition of Ventana. However, we continue to prefer a negotiated transaction."
Dr. Humer continued, "All of our nominees have proven track records in their areas of expertise and, if elected, we are confident that they will act in the best interests of Ventana stockholders by exploring all alternatives for maximizing shareholder value."
Nominees and Proposals
Roche intends to nominate the following candidates for election to Ventana's four Class III director seats:
-- Dwight B. Crane, Ph.D. Dr. Crane was a professor at Harvard Business
School from 1969 to June 2007 and is currently the George Fisher Baker,
Jr. Professor of Business Administration, Emeritus, at Harvard Business
School, the lead trustee of the Legg Mason Partners Equity Trust and
the Legg Mason Partners Variable Equity Trust and a director of LMP
Real Estate Income Fund, Inc. and Western Asset Municipal High Income
Fund, Inc.
-- John J. Jones. Mr. Jones served as Senior Vice President and General
Counsel of Argosy Gaming Company from January 2004 to October 2005, as
Vice Chairman and General Counsel of Legal Advantage Services from
December 2002 to January 2004, as Executive Vice President and General
Counsel of RCN Corporation from July 1998 to December 2002 and is
currently the Managing Director of J3 Capital and Executive Vice
President of Imaging Advantage LLC.
-- Loring W. Knoblauch. Mr. Knoblauch served as President and Chief
Executive Officer of Underwriters Laboratories, Inc. from April 2001 to
December 2004, as President and Chief Executive Officer of Talon
Automated Equipment Company from 1997 to 2001, as President of
Honeywell Asia Pacific from 1986 to 1992 and is currently a member of
the Operating Advisory Board of Prism Capital, Inc.
-- Michael L. Kranda. Mr. Kranda served as a Managing Director of Vulcan
Venture Capital from September 2003 to December 2006, as Chief
Executive Officer and President of Oxford GlycoSciences from July 1996
to July 2002 and is currently a consultant for Vulcan Venture Capital.
In addition, Roche intends to seek stockholder approval to amend Ventana's bylaws to eliminate Ventana's classified board and to remove all of the Ventana directors, other than the four Class III directors elected at the 2008 Annual Meeting. If stockholders approve the elimination of the classified board and removal of directors, Roche intends to seek stockholder approval to amend Ventana's bylaws to reduce the size of the Board of Directors from 10 to seven members and to elect the following candidates to the three vacant seats on the Board of Directors:
-- Bary G. Bailey. Mr. Bailey served as Executive Vice President and
Chief Financial Officer of Valeant Pharmaceuticals International
(formerly ICN Pharmaceuticals, Inc.) from December 2002 to May 2007 and
as Executive Vice President, Strategy and Technology, of PacifiCare
Health Systems, Inc. from July 2000 to December 2002.
-- Jay B. Hunt. Mr. Hunt has served as a Principal of The Development
Group since 1993, served as Executive Vice President of FM Productions
from 1988 to 1990, as Chief Executive Officer of FN Realty Services,
Inc. from 1983 to 1987 and is currently the non-executive Chairman of
DDi Corporation.
-- Anthony H. Wild, Ph.D. Dr. Wild has served as a general partner of
Bows Pharmaceuticals AG since October 2006, served as the Chairman and
Chief Executive Officer of MedPointe Pharmaceuticals, Inc. from
September 2001 to April 2006, as President of the Warner-Lambert
Company's Global Pharmaceutical Sector from 1995 to 2000 and is
currently a member of the Board of Directors of Millennium
Pharmaceuticals, Inc.
In addition, Roche notified Ventana of its intent to nominate Philip R. Lochner, Jr. and/or David A. Dodd as additional or substitute nominees for election to Ventana's Board of Directors if one or more of the nominees is unable to serve:
-- Philip R. Lochner, Jr. Mr. Lochner served as Senior Vice President and
Chief Administrative Officer of Time Warner Inc. from 1991 to 1998, as
a Commissioner of the Securities and Exchange Commission from March
1990 to July 1991 and is currently a member of the Board of Directors
of Apria Healthcare Group Inc., Clarcor Inc., Crane Co., CMS Energy
Corporation and Monster Worldwide Inc.
-- David A. Dodd. Mr. Dodd has served as Chairman, President and Chief
Executive Officer of BioReliance Corporation since December 2007,
served as Chief Executive Officer of Serologicals Corporation from June
2000 to July 2006, as Chief Executive Officer of Solvay
Pharmaceuticals, Inc. from August 1995 to May 2000 and is currently the
non-executive Chairman of Stem Cell Sciences plc.
Greenhill & Co. and Citi are acting as financial advisors to Roche and Davis Polk & Wardwell is acting as legal counsel.<<
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Cheers, Tuck |
