By Donald Zuhn —

As we reported two weeks ago, Roche commenced a cash tender offer on June 27, 2007 to acquire all outstanding shares of Ventana Medical Systems, Inc. common stock.  In the past week, however, it appears that Roche’s acquisition of Ventana may have hit a snag – or two.

Last Wednesday, Reuters reported that Roche had filed a complaint against Ventana, contending that Ventana was using an unfair defense to block Roche’s acquisition.  According to Reuters, Roche has asked a federal court to invalidate Ventana’s "poison pill" defense, which would give Ventana shareholders the right to buy new shares at half price if Roche acquires 20% of the company.

In addition, the Associated Press reported last Friday that the Arizona Anti-Takeover Act may also impede the acquisition.  According to the Associated Press, Roche is now seeking to have a federal court declare the 20-year-old Arizona law unconstitutional.  The Arizona law, which restricts the voting rights of an outsider who buys 20% or more of a company’s shares, would prevent Roche from exercising authority over Ventana for three years.

For additional information regarding this topic, please see:

• "Roche Commences Tender Offer for Ventana Medical Systems," June 27, 2007
• "Roche Makes Offer to Acquire Ventana Medical Systems," June 26, 2007