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Roche Proposes Nominees for Ventana's Board of Directors

NEW YORK (GenomeWeb News) - In another strategic move in its attempt to acquire Ventana Medical Systems, Roche plans to nominate four independent candidates for Ventana’s board of directors, Roche said in a statement yesterday.
 
Roche also hopes to change Ventana’s bylaws to remove its classified board and reduce its number of directors from 10 to seven.
 
Roche has renewed several times a bid to take over Ventana for $75 a share, or around $3 billion, which was a 55 percent premium over Ventana’s value over the three months before the late-June offer.
 
After vehemently rejecting the offer as inadequate, due to some expectations Ventana has about its future prospects and its “synergistic value to Roche,” the company agreed last month to open its books to show why it believes Roche’s offer undervalues the company.
 
"We have taken this step, as required by Ventana's bylaws, because we are committed to pursuing the acquisition of Ventana,“ said Roche CEO and Chairman Franz Humer. “However, we continue to prefer a negotiated transaction."
 
Roche said it plans to nominate Dwight Crane, John Jones, Loring Knoblauch, and Michael Kranda to Ventana’s board of directors. If Ventana’s shareholders elect these nominees and agree to the proposed changes in bylaws, Roche also would nominate Bary Bailey, Jay Hunt, and Anthony Wild to fill the remaining three seats on the board.
 
Ventana’s shares were trading at $89 on the Nasdaq early Thursday.

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