By Donald Zuhn --
On Monday, Roche announced that it had made an offer to acquire Ventana Medical Systems, Inc. for $75 per share, or approximately $3 billion. According to a New York Times report, the Swiss-based biotech's offer constitutes a 45% premium over Ventana's Monday closing stock price of $51.74.
According to Roche, the acquisition of Ventana, a leader in tissue-based diagnostics, would allow Roche to broaden its diagnostic offerings, and would complement its own in vitro diagnostic systems and oncology therapies. Roche Chairman and CEO, Franz B. Humer, called the offer "a unique opportunity for both our companies and their respective stockholders," and expressed hope that Ventana's Board and management would commence discussions with Roche to effect a negotiated transaction. In its press release, Roche noted that it had made "multiple efforts to engage in meaningful discussions with Ventana's Chairman and Board concerning a negotiated transaction," but that Ventana had "so far declined to enter transaction discussions," and as a result, Roche had decided to commence the tender offer. Roche stated that it "remains willing to discuss a negotiated transaction agreed to by both parties, as this continues to be Roche's preferred option."
If its plans to acquire Ventana reach fruition, Roche plans to operate Ventana as a dedicated business within the Roche Diagnostics Division, and would retain Ventana's headquarters in Tucson, Arizona.
Roche presented additional information on its website regarding the offer on Tuesday. Ventana, meanwhile, released a statement asking shareholders to take no action while the company reviewed the offer, and that it would make a recommendation within ten business days of the formal commencement of a tender offer.
A BioSpace.com report on Roche's offer includes the text of a letter sent by Roche Chairman and CEO Franz Humer to Ventana Chairman Jack Schuler concerning the acquisition.
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