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Roche, Hungry for Ventana, Challenges State Law; Plans to Pursue Shareholders

NEW YORK (GenomeWeb News) — As part of its unsolicited bid to acquire Ventana Medical Systems, Roche has challenged an Arizona state law that would prevent the firm from exercising control over Ventana if it gains a majority stake, according to GenomeWeb Daily News Sister publication BioCommerce Week.
In addition, Roche has filed suit in Delaware to remove Ventana’s “poison pill” defense, which would dilute Roche’s holdings if it tries to buy more than 20 percent of the company.
Separately today, Roche responded to Ventana’s rejection this morning of its $3 billion takeover bid by restating its intent to continue its efforts, either through a negotiated deal or by a unilateral takeover.
In a statement released today, Roche said its offer of $75 per share is “full and fair,” a reference to Ventana’s assertion that it was “inadequate in multiple respects.”
Roche said that its knowledge of Ventana’s business and opportunities is based only on publicly accessible information, and not on “confidential information" shared by Roche and its affiliates, as Ventana Chairman Jack Schuler claimed in a letter to Humer.
Schuler said in the letter that if Roche was acting on information gleaned during exploratory discussions with Ventana executives, it would be a “serious breach of our trust.”
Humer responded by saying that if “Ventana has additional information that would support a valuation in excess of our offer, we would be willing to consider it in a negotiation with you.”
In his letter, Humer said Roche would pursue stockholders to let them “make their own decisions and choices about the adequacy of our offer.”
In addition to its cash tender offer, Roche said, the company “will consider taking action in connection with Ventana's 2008 annual meeting.”

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