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Published on 6/25/2007 in the Prospect News Special Situations Daily.

Roche makes bid for Ventana

By Lisa Kerner

Charlotte, N.C., June 25 - Roche said it will make a tender offer to acquire all outstanding shares of the common stock of Ventana Medical Systems Inc. for $75.00 per share in cash, or a total of $3 billion.

The per-share price is a 55% premium to Ventana's three-month average of $48.30.

This is not the first time Roche has made overtures to the medical device company, which has declined to enter transaction discussions.

"We believe our proposal for Ventana represents a unique opportunity for both our companies and their respective stockholders," Roche chairman and chief executive officer Franz B. Humer said in a company news release.

"Ventana will be an outstanding addition to the Roche Group, and we believe we are the best strategic partner to capitalize on Ventana's potential. Our compelling, all-cash proposal and attractive premium recognize both the value created by Ventana to date and its future prospects."

Ventana's experience in tissue-based testing is expected to complement Roche's in-vitro diagnostic and life science businesses. If the bid is successful, Roche plans to retain Ventana's Tucson headquarters and to operate the company as a dedicated business within the Roche diagnostics division.

Roche was advised by Greenhill & Co. and Citi, along with legal counsel Davis Polk & Wardwell. The pharmaceutical and diagnostics company is based in Basel, Switzerland.


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