Roche statement on offer for Ventana Medical Systems
Roche takes note that Ventana's Board of Directors remains unwilling to discuss Roche's all-cash offer for Ventana. Roche's offer of $75.00 per share in cash, or an aggregate of approximately $3 billion on a fully diluted basis, represents a 44% premium to Ventana's close of $51.95 on June 22, 2007, the last trading day prior to Roche's offer, and a 55% premium to its three-month average of $48.30, as of the same date.
"Roche continues to believe that its offer of $75 per share in cash is a full and fair offer and a unique opportunity for Ventana's stockholders to receive value now that reflects Ventana's current business and full future potential," said Franz B. Humer, Chairman and CEO of Roche. "We are committed to bringing our companies together and continue to prefer to commence discussions with Ventana to effect a negotiated transaction."
It remains Roche's preference to enter into a negotiated transaction with Ventana. If Ventana refuses to negotiate, Roche will continue to pursue a transaction unilaterally. In addition to its cash tender offer, Roche will consider taking action in connection with Ventana's 2008 annual meeting. Such action may include the nomination of new directors to Ventana's Board and/or proposals to amend Ventana's bylaws.
Greenhill & Co. and Citi are acting as financial advisors to Roche and Davis Polk & Wardwell is acting as legal counsel.
Following is a copy of the letter Roche sent on July 11, 2007 to Ventana's Chairman:
July 11, 2007 Mr. Jack Schuler Chairman Ventana Medical Systems, Inc. 1910 Innovation Park Drive Tucson, AZ 85755 Dear Jack:
Roche continues to believe that its offer of $75 per share in cash for each share of Ventana stock is a full and fair offer and a unique opportunity for your stockholders to receive value now that reflects Ventana's current business and full future potential.
As you should also know from our prior communications, it has been and remains Roche's preference to conclude a negotiated transaction with Ventana. In the absence of such negotiations, our judgment about Ventana's value and potential has been based solely on publicly available information. To the extent that you believe that Ventana has additional information that would support a valuation in excess of our offer, we would be willing to consider it in a negotiation with you.
If you continue to decline to negotiate with us we will have no choice but to effect a transaction unilaterally. Since, as you indicate, "this is about stockholder value," we strongly hope that you will either agree to commence discussions with us about a transaction, or let your stockholders make their own determinations and choices about the adequacy of our offer.