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news.Roche and Ventana Medical Systems have signed a definitive merger agreement under which Roche will increase the purchase price in the tender offer for Ventana common shares to $89.50 per share in cash and Ventana's board of directors will recommend that Ventana's shareholders tender their shares to Roche.
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Under the terms of the merger agreement, Roche will amend its existing tender offer to acquire all of the outstanding common shares of Ventana to reflect the terms of the merger agreement. The amended offer will increase the offer price to $89.50 per share in cash (or an aggregate of approximately $3.4 billion on a fully diluted basis).
The merger agreement has been approved by the boards of Ventana and Roche. This offer represents a premium of 4.9% to Ventana’s closing price on January 18, 2008, a 19.3% premium to Roche’s initial offer on June 27, 2007, and a 72.3% premium to Ventana’s closing price on June 22, 2007 (the last trading day prior to the announcement of Roche’s initial offer). The acquisition of Ventana is said to allow Roche broaden its diagnostic offerings and complement its world leadership in both in-vitro diagnostic systems and oncology therapies.
Christopher Gleeson, Ventana’s president and CEO, will continue as CEO of Ventana’s business following completion of the transaction and become a member of the Roche Diagnostics Executive Committee. Ventana will remain based in Tucson, Arizona and its employees will become part of the combined company.
Franz Humer, chairman and CEO of Roche, said: “Our combined company will be uniquely positioned to further expand Ventana’s business globally and together develop more cost-efficient, differentiated and targeted medicines.”