Ventana rejects Roche's 'full and fair' offer, advises stockholders to withhold shares

By Lisa Kerner

Charlotte, N.C., July 11 - Ventana Medical Systems, Inc.'s board of directors rejected Roche's $75.00-per-share unsolicited tender offer, finding the offer "inadequate" and "contrary to the best interests" of its shareholders. As a result, Ventana shareholders are urged to not tender their shares in the offer.

The board reviewed the offer with the assistance of Merrill Lynch & Co., Goldman, Sachs & Co., Sidley Austin LLP and Snell & Wilmer LLP.

"This is about stockholder value," chairman of the board Jack Schuler said in a company news release. "Simply put, we believe that Roche is trying to capture value for its stockholders that rightly belongs to Ventana's stockholders.

"Through its proposed transaction, Roche is attempting to obtain for itself unique strategic value and synergies that we believe would accrue to the broader pharmaceutical industry and Ventana's stockholders over the near and long term."

One reason given for rejecting Roche is that the offer doesn't fully reflect Ventana's stand-alone value in the tissue-based cancer diagnostics industry.

In addition, the offer values Ventana at a price below recent trading levels, the company said. Ventana closed at $80.25 (Nasdaq: VMSI) on July 10.

However, Roche said in a statement that its $3 billion offer is "full and fair." The $75.00-per-share cash offer is a 44% premium to Ventana's closing price of $51.95 on June 22, Roche noted.

"We are committed to bringing our companies together and continue to prefer to commence discussions with Ventana to effect a negotiated transaction," Roche chairman and chief executive officer Franz B. Humer stated.

"If Ventana refuses to negotiate, Roche will continue to pursue a transaction unilaterally."

Roche said beyond the tender offer, it will consider nominating new directors to Ventana's board and/or amending the company's bylaws.

Roche's tender offer for Ventana, announced on June 25, is scheduled to end on July 26.

Ventana is a medical device company located in Tucson.

Roche, advised by Greenhill & Co., Citi and Davis Polk & Wardwell, is a Basel, Switzerland pharmaceutical and diagnostics company.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.