Roche Extends Tender Offer for Ventana
BASEL, Switzerland, Oct. 29 /PRNewswire/ -- Roche , a world-leading healthcare provider of pharmaceuticals and diagnostics, announced today that it has extended its offer to acquire all of the outstanding common shares of Ventana Medical Systems, Inc. to 5:00 p.m., New York City time on Thursday, January 17, 2008. The tender offer was previously scheduled to expire at 5:00 p.m., New York City time, on November 1, 2007. All other terms and conditions of the tender offer remain unchanged.
On June 27, 2007, Roche commenced a tender offer to acquire all of the outstanding common shares of Ventana for $75.00 per share in cash. This price represents a 44% premium to Ventana's close of $51.95 on June 22, 2007 (the last trading day prior to the announcement of Roche's offer) and a 55% premium to its three-month average as of the same date of $48.30. As of the close of business on October 29, 2007, 2007, approximately 63,711 shares have been tendered pursuant to the offer.
Greenhill & Co. and Citi are acting as financial advisors to Roche and Davis Polk & Wardwell is acting as legal counsel.
Headquartered in Basel, Switzerland, Roche is one of the world's leading research-focused healthcare groups in the fields of pharmaceuticals and diagnostics. As the world's biggest biotech company and an innovator of products and services for the early detection, prevention, diagnosis and treatment of diseases, the Group contributes on a broad range of fronts to improving people's health and quality of life. Roche is the world leader in in-vitro diagnostics and drugs for cancer and transplantation, a market leader in virology and active in other major therapeutic areas such as autoimmune diseases, inflammation, metabolic disorders and diseases of the central nervous system. In 2006 sales by the Pharmaceuticals Division totaled 33.3 billion Swiss francs, and the Diagnostics Division posted sales of 8.7 billion Swiss francs. Roche has R&D agreements and strategic alliances with numerous partners, including majority ownership interests in Genentech and Chugai, and invests approximately 7 billion Swiss francs a year in R&D. Worldwide, the Group employs about 75,000 people.
Roche's Diagnostics Division offers a uniquely broad product portfolio and supplies a wide array of innovative testing products and services to researchers, physicians, patients, hospitals and laboratories world-wide.
Roche commenced operations in the U.S. over 100 years ago and these operations include research and development centers that conduct leading-edge work in advancing disease detection and treatment. Our diagnostics and pharmaceuticals businesses in the U.S. employ more than 20,000 people and generate approximately $10 billion in sales (including Genentech), accounting for about 40% of the Roche Group's global annual revenues.
For further information, please visit www.roche.com. All trademarks used or mentioned in this release are protected by law.
- All documents on the offer to Ventana's shareholders: www.roche.com/info070625
Roche Group Media Office Phone: +41 61 688 8888 / e-mail: - Daniel Piller (Head of Roche Group Media Office) - Baschi Durr Brunswick Group (for U.S. media) Phone: +1 212 333 3810 - Steve Lipin - Nina Devlinbasel.email@example.com
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ADDITIONAL INFORMATION AND WHERE TO FIND IT
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL VENTANA'S COMMON STOCK. THE TENDER OFFER IS BEING MADE PURSUANT TO A TENDER OFFER STATEMENT ON SCHEDULE TO (INCLUDING THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND OTHER RELATED TENDER OFFER MATERIALS) FILED BY ROCHE WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") ON JUNE 27, 2007. THESE MATERIALS, AS THEY MAY BE AMENDED FROM TIME TO TIME, CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER, THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. INVESTORS AND STOCKHOLDERS CAN OBTAIN A FREE COPY OF THESE MATERIALS AND OTHER DOCUMENTS FILED BY ROCHE WITH THE SEC AT THE WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV. THE TENDER OFFER MATERIALS MAY ALSO BE OBTAINED FOR FREE BY CONTACTING THE INFORMATION AGENT FOR THE TENDER OFFER, MACKENZIE PARTNERS AT (212) 929-5500 OR (800) 322-2885 (TOLL-FREE).
CONTACT: Roche Group Media Office, Daniel Piller or Baschi Durr, +41 61688 8888, , or U.S. media, Brunswick Group,Steve Lipin or Nina Devlin, +1-212-333-3810 firstname.lastname@example.org
Ticker Symbol: (NASDAQ-NMS:VMSI)
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Posted: October 2007