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Roche to Acquire Ventana for $89.50 per share
Date:1/22/2008

a number of common shares that, together with the shares owned by Roche and its subsidiaries, represents a majority of the total number of common shares outstanding on a fully-diluted basis.

"We are very pleased that we were able to reach an agreement with Ventana. We believe that our offer provides significant value to Ventana's shareholders and that this acquisition ideally complements Roche's strengths. Our combined company will be uniquely positioned to further expand Ventana's business globally and together develop more cost-efficient, differentiated and targeted medicines. We are delighted to welcome the employees and management team of Ventana and look forward to jointly developing novel solutions for our customers," commented Franz B. Humer, Chairman and CEO of Roche.

Christopher Gleeson, Ventana's President and Chief Executive Officer, 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.

Commenting on the transaction, Ventana's President and CEO, Christopher Gleeson, said, "Ventana's Board of Directors has been dedicated to ensuring that any strategic value creation opportunities with Roche or other third parties would adequately reflect the inherent value of the company, its steady growth momentum, and the magnitude of potential synergies in a combination. After a full evaluation of its strategic alternatives and thoughtful consideration, as well as consultation with our outside financial and legal advisors, our Board believes that the transaction with Roche at $89.50 per share is in the best interests of our shareholders, and we recommend that our shareholders tender into this revised offer. We are very excited to join Roche in a transaction, which delivers significant value to our shareholders, creates tremendous opportunities for our
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SOURCE Roche; Ventana Medical Systems
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