Roche to close acquisition of Ventana Medical Systems

By Lisa Kerner

Charlotte, N.C., Feb. 19 - Roche's wholly owned subsidiary, Rocket Acquisition Corp., purchased 34,545,323 shares, or 93.7%, of Ventana Medical Systems Inc.'s common stock in its tender offer for the company.

All shares validly tendered in the offer have been accepted for payment.

Roche agreed to acquire Ventana in an $89.50-per-share tender offer in a deal valued at about $3.4 billion, it was previously reported.

The original tender offer ended Feb. 7; the subsequent offering period ended Feb. 15.

Roche expects to immediately complete its acquisition of Ventana through a short-form merger, without a vote or meeting of Ventana's shareholders. As a result, Ventana's common stock will cease to be traded on the Nasdaq Global Select Market.

"Ventana broadens Roche's diagnostic offerings and complements Roche's strong existing position in in-vitro diagnostic systems," Franz B. Humer, Roche chairman and chief executive officer, said in a company news release.

"Incorporating Ventana will enhance our position as the world's leading, personalized health care company."

Roche is being advised by Greenhill & Co. and Citi.

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

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