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Roche's Fourth Bid to Buy Ventana Falls Flat, Again

NEW YORK (GenomeWeb News) — Roche has again extended its unsolicited bid to buy Ventana Medical Systems for $75 per share, and Ventana again has said that the number is too low.
Roche said yesterday it has extended for a fourth time the offer it made in June to buy the company for around $3 billion, which amounts to a 44-percent premium over Ventana’s closing share price of $51.95 on the eve of the first offer. Ventana's shares closed at $86.98 this afternoon.
The new extension runs out Jan. 17, 2008. Roche said other terms of the proposed deal are unchanged ¯ as was Ventana’s response.
Ventana CEO Christopher Gleeson swatted the renewed offer. “More than 99.5 percent of our investors have now essentially turned down Roche’s inadequate offer four times, and yet Roche persists with its futile and costly tactics,” Gleeson said in a statement.
"Virtually all of our investors agree with us that $75 [per share] is a non-starter and they recognize that we are gaining real momentum in our marketplace.”
As of the close of business yesterday, Roche said that around 64,000 Ventana shares had been tendered in the offer, a number that Ventana said amounts to around .2 percent of the company’s roughly 35 million outstanding shares.
Ventana has consistently urged its shareholders to disregard the “potential for distraction” that the Roche offer may stir.
As GenomeWeb Daily News previously reported, Roche Diagnostics CEO Severin Schwan has said that Ventana would be an “ideal partner” and that a union would offer “an exceptional opportunity to create further value for patients, customers, employees, and shareholders through an expanded, global diagnostics platform for tissue analysis.”
Roche has stated that if it acquired Ventana it would retain the company’s management team, employees, and Tucson, Ariz., headquarters.
Roche also has challenged an Arizona law that would prevent the Swiss drug and diagnostic giant from taking control of Ventana even if it could obtain enough shares.
In August, a US district court in the state sided with Roche in “ruling that Ventana may not take ‘any action to invoke, apply, or enforce the provisions’ of the Arizona Control Share Act and the Arizona Business Combination Act.”
Roche has also filed a suit in Delaware that would strip Ventana of take-over protection through a so-called “poison pill” defense that which would dilute Roche’s ownership of Ventana if it attempts to buy more than 20 percent of the company.

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