NEW YORK (GenomeWeb News) — Ventana Medical Systems’ board of directors has advised stockholders to reject Roche’s unsolicited, $3 billion bid to buy the company on the grounds that the $75-a-share offer is “inadequate in multiple respects and contrary to the best interests of Ventana’s stockholders,” the board stated this morning.
Ventana’s closing price on June 25 was $51.74 a share, the day Roche made its offer.
The company’s board also sent Roche CEO Franz Humer a letter offering a list of reasons for snubbing the offer, and calling the offer “so far below a reasonable starting point for negotiations” that it will not engage in discussions with Roche about a deal in any way.
“This is about stockholder value,” Ventana’s board chairman Jack Schuler stated in the letter.
“Simply put, we believe that Roche is trying to capture value for its stockholders that rightly belongs to Ventana's stockholders,” Schuler wrote, adding that Roche was making a grab for a “unique” strategic position in a market that offers a more lucrative future to company shareholders if Ventana keeps after its current strategy.
In his letter, Schuler also took aim at Roche’s claim that it made public its unsolicited bid after “multiple efforts to engage in meaningful discussions” with Schuler did not result in any serious negotiations.
“We take strong exception to the inference that you are attempting to create with the misleading statement in your letter … that we have ‘declined to engage in any meaningful dialogue.’ Each of your proposals — first, for a controlling equity investment; now, for a 100% acquisition — were thoroughly considered and analyzed by our Board. Similarly, you have created serious misimpressions … by your statement alleging ‘an unwillingness to meet for a discussion … or even to take my call,’ when, in fact … you and your advisors were informed repeatedly and in writing that we would get back to you following our Board meeting later that week.
“We have a serious concern that, to some significant extent, your interest in our Company may be based upon confidential information shared with you or your affiliates for collaborative purposes,” Schuler’s letter went on. “At a minimum, that indicates a serious breach of our trust. That, together with your high-handed tactics, will no doubt serve as a cautionary tale to those with whom you may seek to do business in the future. The separate relevance of this to our stockholders is that you have moved aggressively and opportunistically to seek to acquire Ventana before the market has assimilated the information that you fully appreciate.”