Ventana Rejects Roche’s Unsolicited Tender Offer, Accuses Roche of Misleading Market
Ventana this week rejected Roche’s $75 per share unsolicited tender offer, stating that the offer is “inadequate in multiple respects and contrary to the best interests of Ventana’s stockholders.”
After reviewing Roche’s offer with its financial and legal advisors at Merrill Lynch., Goldman Sachs, Sidley Austin, and Snell & Wilmer, Ventana’s board recommended that “stockholders not tender any of their shares to Roche.”
In a July 11 letter to Roche CEO Franz Humer, Ventana said that upon review of Roche’s offer its board believes that Ventana’s value substantially exceeds the $75 per share offer, does not fairly compensate Ventana’s stockholders for the strategic and synergy value the company would bring to Roche, and that Ventana’s current market value doesn’t reflect the “value-creation potential” of the company based on its R&D pipeline, “including innovations related to companion diagnostics.”
Additionally, since “$75 per share is so far below a reasonable starting point for negotiations, we also decline to engage in discussions regarding a sale of Ventana,” the company said in the letter.
Roche in a call with investors last month said that having Ventana in-hand could enhance Roche Pharmaceuticals’ strategy to identify biomarkers to develop companion diagnostics for every pharmaceutical product in its pipeline. Roche also said during the call that despite repeated attempts to contact Ventana’s leadership, the company had been unresponsive to Roche’s overtures.
Ventana CEO Christopher Gleeson in a statement tried to dispel any notion that the company had been anything less than forthcoming about its intent to consider Roche’s offer. Ventana accused Roche of “high-handed tactics” and of “deliberately mislead[ing] the market as to our prior interactions and contacts.”
"Despite Roche's statements to the contrary, we notified Roche and its advisors clearly and repeatedly – and well before June 25th – that our board would be considering their most recent proposal and responding after a special board meeting scheduled for later that week,” Gleeson said. “Instead, Roche chose not to allow the directors to deliberate or wait for our board's response before launching its hostile bid for Ventana. In a similar fashion, Roche commenced litigation without waiting to receive our board's Schedule 14D-9 response … Negotiating at these levels is a non-starter."
Gleeson asserted that the company intends to “vigorously resist” Roche’s attempts to acquire Ventana at $75 per share. "We remain committed to executing our business strategy and to building near and long-term value for all of our stockholders,” he said.
Roche’s Humer responded to Ventana in a same-day letter maintaining that Roche’s offer was fair and reflects Ventana’s value. “We are committed to bringing our companies together and continue to prefer to commence discussions with Ventana to effect a negotiated transaction,” Humer said in his letter.
Nanogen Gains Access to Schizophrenia Markers
Nanogen announced this week it had entered into an agreement with the Cooperative Research Center for Diagnostics and Queensland University of Technology in Australia and garnered the rights to genetic markers related to schizophrenia and responses to antipsychotic therapies.
Nanogen said it aims to utilize the markers to develop diagnostic tests for schizophrenia and related conditions that will help predict adverse drug reactions and guide treatement.
The company’s NanoChip multiplexing platform and its cystic fibrosis carrier screening test were recently submitted for FDA 510(k) clearance.
“The genetic component of schizophrenia is thought to account for 65 percent to 80 percent of the disease risk,” Nanogen said in a statement. “The markers acquired by Nanogen are in genes that have been linked to schizophrenia in a number of clinical studies.”
Qiagen Closes eGene Buy, Expects It to Contribute As Much As $9M in '08
Qiagen said this week that it has closed its $34 million acquisition of eGene, and said it expects the company to contribute strong revenue growth by next year.
Specifically, the company said it expects the acquisition to contribute $2 million in the second half of 2007 and between $7 million and $9 million for full year 2008.
The acquisition, originally announced April 12, gives Qiagen’s North American Holdings subsidiary eGene’s multi-channel sample-separation and -analysis technology, its HDA GT12 genetic analyzer, as well as a software-analysis package and consumable cartridges used by molecular diagnostics and research markets.
The total purchase price for Irvine, Calif.-based eGene includes $15.5 million in cash and one million common Qiagen shares priced at $17 apiece. Qiagen also absorbed around $1.5 million in liabilities.
European Consortium Using Affy Arrays to ID Mutations for Mental Retardation
A group of three European academic research institutes will use Affymetrix technology in an initiative aimed at identifying mutations in mentally retarded children, the company said this week.
The European Cytogenetic Research Initiative includes Affymetrix, the University of Tuebingen in Germany, the NHS Regional Genetics Laboratory in the UK, and the University of Nijmegen in the Netherlands, Affy said.
The three institutions will use Affy's microarrays to provide a high-resolution look at the human genome, "enabling researchers to better identify causative mutations, copy number variants, and loss of heterozygosity information," the company said.
University of Tuebingen's Olaf Riess said that by using the Affy microarrays, the collaborators "expect to find a much higher number of causal de novo deletions and amplifications than we could with the current gold-standard methods like karyotyping."
"Each year up to 30,000 children with learning difficulties will be tested in the UK alone using karyotyping and targeted FISH methods," said NHS' head of molecular cytogenetics, Dominic McMullan. But "these technologies are only helping to resolve five to ten percent of cases," McMullan added.
German Resource Center for Genome Research is Closing Its Doors
The German Resource Center for Genome Research said it is shutting down its services operations at the end of July, and that ImaGenes and Atlas Biolabs will take over “most” of its service offerings.
A reason for the closure was not given.
The Berlin- and Heidelberg-based non-profit has been offering Affymetrix’s microarray services through Affy’s European distributor, NimbleGen, as well as a number of other genomics services.
RZPD said it will not take any orders after July 10.
Mexico Genomics Initiative to use Illumina's BeadStation in SNP, Gene-Expression Studies
Illumina will provide its BeadStation to a large-scale genomics facility in Mexico City designed to continue and expand the work of the Mexican HapMap project, the company said this week.
The National Institute of Genomic Medicine (INMEGEN) will use the Illumina hardware with IBM bioinformatics in SNP-genotyping and gene-expression studies to “characterize the genetic variation of the Mexican population,” the company said.
The data collected on the genomes of Mexicans will be used to “incorporate genomics into methods of prevention, diagnosis, and treatment of disease, to enhance genomics training and research, to educate the public, and to make available advances in technology," INMEGEN Director Gerardo Jimenez-Sanchez said in a statement.
Illumina said INMEGEN opened a lab housing a genotyping and gene expression-analysis unit to be stocked with the BeadStation, as part of what will be a 40,000-square-foot facility.
INMEGEN researchers will use that lab to genotype and analyze samples from 1,200 individuals from six different Mexican states.
"Based upon results from the second phase of the Mexican HapMap Project, we will be able to lay the foundation necessary to improve and accelerate the development of clinical genomic medicine," Jimenez-Sanchez said.