Roche begins subsequent offer for Ventana shares

By Lisa Kerner

Charlotte, N.C., Feb. 8 - Roche subsidiary Rocket Acquisition Corp. accepted for payment all shares validly tendered in its $89.50-per-share tender offer for Ventana Medical Systems, Inc.

A total of 25,491,221 shares of Ventana common stock were tendered, representing 70.5% of Ventana's outstanding shares.

Roche announced a subsequent offering period ending at 7 p.m. ET on Feb. 15 during which the remaining shares may be tendered for the same price of $89.50 cash per share.

Following completion of the subsequent offer, Roche will complete its acquisition of Ventana through a merger. All shares of Ventana not owned by Roche and its subsidiaries will be converted into the right to receive the same cash consideration of $89.50 per share as was paid in the tender offer.

Rocket Acquisition now has sufficient voting power to approve the merger without the need for a Ventana shareholder vote.

"We are pleased that we have successfully completed this step in the transaction and look forward to welcoming Ventana to the Roche Group," chairman and chief executive officer Franz B. Humer said in a company news release.

It was previously reported that under a Jan. 22 agreement, Roche increased the purchase price in its tender offer for Ventana to $89.50 per share in cash, or some $3.4 billion, from $75.00 per share.

Ventana is a medical device company located in Tucson, and Roche is a Basel, Switzerland-based pharmaceutical and diagnostics company.

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