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.

Ventana’s Board of Directors announced today (July 11, 2007) that it had reviewed Roche’s "unsolicited tender offer . . . and unanimously determined that the $75 per share cash offer is inadequate in multiple respects and contrary to the best interests of Ventana’s stockholders."  As a result, Ventana’s Board recommended that its "stockholders not tender any of their shares to Roche."

In a letter to Roche Chairman and CEO Franz Humer, Ventana Chairman of the Board Jack Shuler wrote that "[s]imply put, we believe that Roche is trying to capture value for its stockholders that rightly belongs to Ventana’s stockholders."  In an eight-page press release, Ventana set forth nine reasons cited in its Schedule 14D-9 response for recommending that its stockholders reject the Roche offer.

In response to Ventana’s announcement, Roche issued a statement noting that "Ventana’s Board of Directors remains unwilling to discuss Roche’s all-cash offer for Ventana," and maintaining that "its offer of $75 per share in cash is a full and fair offer."  According to its release, Roche remains "committed to bringing [the] companies together and continue[s] to prefer to commence discussions with Ventana to effect a negotiated transaction."  In a letter to Mr. Schuler, Mr. Humer wrote that Roche preferred to "enter into a negotiated transaction with Ventana," but "[i]f Ventana refuses to negotiate, [would] continue to pursue a transaction unilaterally."

For additional information regarding this topic, please see:

• "Roche’s Bid for Ventana Medical Systems Hits Snag," July 10, 2007
• "Roche Commences Tender Offer for Ventana Medical Systems," June 27, 2007
• "Roche Makes Offer to Acquire Ventana Medical Systems," June 26, 2007