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Roche's Third $3B Offer for Ventana Rebuffed as 'Grossly Inadequate'

NEW YORK (GenomeWeb News) - Roche said yesterday it has extended until Nov. 1 its offer to buy Ventana Medical Systems, which was set to expire at the close of business today. Ventana immediately volleyed back that it would again reject the proposal, saying Roche's offer is "grossly inadequate."
 
This deadline is the third that Roche has set for its unsolicited offer to buy Ventana for $75 a share, or around $3 billion, which it first announced in late June. Roche reiterated yesterday that the offer is a 44 percent premium over Ventana's closing price before the deal was originally announced, and a 55 percent premium over Ventana's three-month average of $48.30 before the initial offer.
 
Ventana's shares closed yesterday at $83.68 on the Nasdaq.
 
But that is too low, Ventana said again yesterday, arguing that the company is worth "significantly more than Roche is offering."
 
"We are continuing to build momentum in our core businesses and are increasingly well positioned to capitalize on the significant potential of the emerging field of companion diagnostics and personalized medicine," the company said, adding that its board of directors also has recommended that "stockholders not tender any of their shares to Roche.”
 
Roche pointed out that it now has tendered around 63,500 shares, but Ventana responded by saying that amounts to less than one percent of the company's
roughly 34 million outstanding shares.
 
As GenomeWeb Daily News reported in August, Roche also challenged a law in Arizona that would prevent it from exercising control over Ventana if it could get a majority stake in the company. Last week, the US District Court for the District of Arizona 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 also had filed suit in Delaware that would take away Ventana's ability to employ a "poison pill" defense, which would dilute Roche's holdings if it attempts to buy more than 20 percent of the company. That challenge is ongoing.

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