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Published on 6/27/2007 in the Prospect News Special Situations Daily.

Roche begins tender offer for Ventana

By Lisa Kerner

Charlotte, N.C., June 27 - Roche began its $75.00-per-share tender offer for Ventana Medical Systems Inc. The fully financed all-cash transaction is estimated to be worth $3 billion. Roche's offer ends at midnight, ET on July 26.

The per-share offer price is a 55% premium to Ventana's three-month average of $48.30, a company news release stated. Ventana's stock closed at $51.95 (Nasdaq: VMSI) on June 22, which was the last trading day before Roche submitted its proposal to Ventana.

The planned tender offer was announced on June 25. Roche has made overtures to Ventana in the past; however, the company has declined to enter transaction discussions, according to a previous release.

Ventana is a medical device company located in Tucson.

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


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