BASEL, Switzerland, Dec. 5 /PRNewswire-FirstCall/ -- Roche (SWX: ROG.VX; RO.S) announced today that it gave notice to Ventana Medical Systems, Inc. (Nasdaq: VMSI), as required by Ventana's bylaws, that it will nominate independent candidates to replace Ventana's board of directors at Ventana's 2008 annual stockholders meeting.
On June 27, 2007, Roche commenced a tender offer to acquire all of the outstanding common shares of Ventana for $75.00 per share in cash. This price represents a 44% premium to Ventana's close of $51.95 on June 22, 2007 (the last trading day prior to the announcement of Roche's offer) and a 55% premium to its three-month average as of the same date of $48.30. Recently, Roche entered into a confidentiality agreement with Ventana and has carried out limited due diligence.
Franz B. Humer, Chairman and CEO of Roche said, "We have taken this step, as required by Ventana's bylaws, because we are committed to pursuing the acquisition of Ventana. However, we continue to prefer a negotiated transaction."
Dr. Humer continued, "All of our nominees have proven track records in their areas of expertise and, if elected, we are confident that they will act in the best interests of Ventana stockholders by exploring all alternatives for maximizing shareholder value."
Nominees and Proposals
Roche intends to nominate the following candidates for election to
Ventana's four Class III director seats:
-- Dwight B. Crane, Ph.D. Dr. Crane was a professor at Harvard Business
School from 1969 to June 2007 and is currently the George Fisher Baker,
Jr. Professor of Business Administration, Emeritus, at Harvard Business
School, the lead trustee of the Legg Mason Partners Equity Trust and
the Legg Mason Partners Variable Equity Trust and a director of LMP
Real Estate Income Fund, Inc. and Western Asset Municipal High Income
-- John J. Jones. Mr. Jones served as Senior Vice President and General
Counsel of Argosy Gaming Company from January 2004 to October 2005, as
Vice Chairman and General Counsel of Legal Advantage Services from
December 2002 to January 2004, as Executive Vice President and General
Counsel of RCN Corporation from July 1998 to December 2002 and is
currently the Managing Director of J3 Capital and Executive Vice
President of Imaging Advantage LLC.
-- Loring W. Knoblauch. Mr. Knoblauch served as President and Chief
Executive Officer of Underwriters Laboratories, Inc. from April 2001 to
December 2004, as President and Chief Executive Officer of Talon
Automated Equipment Company from 1997 to 2001, as President of
Honeywell Asia Pacific from 1986 to 1992 and is currently a member of
the Operating Advisory Board of Prism Capital, Inc.
-- Michael L. Kranda. Mr. Kranda served as a Managing Director of Vulcan
Venture Capital from September 2003 to December 2006, as Chief
Executive Officer and President of Oxford GlycoSciences from July 1996
to July 2002 and is currently a consultant for Vulcan Venture Capital.
In addition, Roche intends to seek stockholder approval to amend
Ventana's bylaws to eliminate Ventana's classified board and to remove all
of the Ventana directors, other than the four Class III directors elected
at the 2008 Annual Meeting. If stockholders approve the elimination of the
classified board and removal of directors, Roche intends to seek
stockholder approval to amend Ventana's bylaws to reduce the size of the
Board of Directors from 10 to seven members and to elect the following
candidates to the three vacant seats on the Board of Directors:
-- Bary G. Bailey. Mr. Bailey served as Executive Vice President and
Chief Financial Officer of Valeant Pharmaceuticals International
(formerly ICN Pharmaceuticals, Inc.) from December 2002 to May 2007 and
as Executive Vice President, Strategy and Technology, of PacifiCare
Health Systems, Inc. from July 2000 to December 2002.
-- Jay B. Hunt. Mr. Hunt has served as a Principal of The Development
Group since 1993, served as Executive Vice President of FM Productions
from 1988 to 1990, as Chief Executive Officer of FN Realty Services,
Inc. from 1983 to 1987 and is currently the non-executive Chairman of
-- Anthony H. Wild, Ph.D. Dr. Wild has served as a general partner of
Bows Pharmaceuticals AG since October 2006, served as the Chairman and
Chief Executive Officer of MedPointe Pharmaceuticals, Inc. from
September 2001 to April 2006, as President of the Warner-Lambert
Company's Global Pharmaceutical Sector from 1995 to 2000 and is
currently a member of the Board of Directors of Millennium
In addition, Roche notified Ventana of its intent to nominate Philip R.
Lochner, Jr. and/or David A. Dodd as additional or substitute nominees for
election to Ventana's Board of Directors if one or more of the nominees is
unable to serve:
-- Philip R. Lochner, Jr. Mr. Lochner served as Senior Vice President and
Chief Administrative Officer of Time Warner Inc. from 1991 to 1998, as
a Commissioner of the Securities and Exchange Commission from March
1990 to July 1991 and is currently a member of the Board of Directors
of Apria Healthcare Group Inc., Clarcor Inc., Crane Co., CMS Energy
Corporation and Monster Worldwide Inc.
-- David A. Dodd. Mr. Dodd has served as Chairman, President and Chief
Executive Officer of BioReliance Corporation since December 2007,
served as Chief Executive Officer of Serologicals Corporation from June
2000 to July 2006, as Chief Executive Officer of Solvay
Pharmaceuticals, Inc. from August 1995 to May 2000 and is currently the
non-executive Chairman of Stem Cell Sciences plc.
Greenhill & Co. and Citi are acting as financial advisors to Roche and Davis Polk & Wardwell is acting as legal counsel.
Headquartered in Basel, Switzerland, Roche is one of the world's leading research-focused healthcare groups in the fields of pharmaceuticals and diagnostics. As the world's biggest biotech company and an innovator of products and services for the early detection, prevention, diagnosis and treatment of diseases, the Group contributes on a broad range of fronts to improving people's health and quality of life. Roche is the world leader in in-vitro diagnostics and drugs for cancer and transplantation, a market leader in virology and active in other major therapeutic areas such as autoimmune diseases, inflammation, metabolic disorders and diseases of the central nervous system. In 2006 sales by the Pharmaceuticals Division totaled 33.3 billion Swiss francs, and the Diagnostics Division posted sales of 8.7 billion Swiss francs. Roche has R&D agreements and strategic alliances with numerous partners, including majority ownership interests in Genentech and Chugai, and invests approximately 7 billion Swiss francs a year in R&D. Worldwide, the Group employs about 75,000 people.
Roche's Diagnostics Division offers a uniquely broad product portfolio and supplies a wide array of innovative testing products and services to researchers, physicians, patients, hospitals and laboratories world-wide.
Roche commenced operations in the U.S. over 100 years ago and these
operations include research and development centers that conduct
leading-edge work in advancing disease detection and treatment. Our
diagnostics and pharmaceuticals businesses in the U.S. employ more than
20,000 people and generate approximately $10 billion in sales (including
Genentech), accounting for about 40% of the Roche Group's global annual
For further information, please visit http://www.roche.com.
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ADDITIONAL INFORMATION AND WHERE TO FIND IT
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL VENTANA'S COMMON STOCK. THE TENDER OFFER IS BEING MADE PURSUANT TO A TENDER OFFER STATEMENT ON SCHEDULE TO (INCLUDING THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND OTHER RELATED TENDER OFFER MATERIALS) FILED BY ROCHE WITH THE SECURITIES AND EXCHANGE COMMISSION (SEC) ON JUNE 27, 2007. THESE MATERIALS, AS THEY MAY BE AMENDED FROM TIME TO TIME, CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER, THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. INVESTORS AND STOCKHOLDERS CAN OBTAIN A FREE COPY OF THESE MATERIALS AND OTHER DOCUMENTS FILED BY ROCHE WITH THE SEC AT THE WEBSITE MAINTAINED BY THE SEC AT http://WWW.SEC.GOV. THE TENDER OFFER MATERIALS MAY ALSO BE OBTAINED FOR FREE BY CONTACTING THE INFORMATION AGENT FOR THE TENDER OFFER, MACKENZIE PARTNERS AT (212) 929-5500 OR (800) 322-2885 (TOLL-FREE).
ROCHE WILL BE FILING A PROXY STATEMENT ON SCHEDULE 14A AND OTHER RELEVANT DOCUMENTS WITH THE SEC IN CONNECTION WITH ITS SOLICITATION OF PROXIES FOR THE 2008 ANNUAL MEETING (THE "PROXY STATEMENT"). PROMPTLY AFTER FILING A DEFINITIVE PROXY STATEMENT WITH THE SEC, ROCHE WILL MAIL THE PROXY STATEMENT AND A PROXY CARD TO EACH VENTANA STOCKHOLDER ENTITLED TO VOTE AT THE 2008 ANNUAL MEETING. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY AND IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. INVESTORS AND STOCKHOLDERS WILL BE ABLE TO OBTAIN A FREE COPY OF THESE MATERIALS AT THE WEBSITE MAINTAINED BY THE SEC AT http://WWW.SEC.GOV. IN ADDITION, DOCUMENTS FILED WITH THE SEC BY ROCHE MAY ALSO BE OBTAINED FOR FREE BY CONTACTING MACKENZIE PARTNERS AT (212) 929-5500 OR (800) 322-2885 (TOLL-FREE).
ROCHE HOLDING LTD, ROCHE HOLDINGS, INC., ROCKET ACQUISITION CORPORATION AND THE INDIVIDUALS NOMINATED BY ROCHE HOLDINGS, INC. FOR ELECTION TO VENTANA'S BOARD OF DIRECTORS (THE "ROCHE NOMINEES") MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM VENTANA STOCKHOLDERS FOR USE AT THE 2008 ANNUAL MEETING OF STOCKHOLDERS, OR AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF. THE DIRECTORS AND EXECUTIVE OFFICERS OF ROCHE HOLDING LTD, ROCHE HOLDINGS, INC. AND ROCKET ACQUISITION CORPORATION WHO MAY BE PARTICIPANTS IN THE SOLICITATION OF PROXIES HAVE NOT BEEN DETERMINED AS OF THE DATE OF THIS PRESS RELEASE. NO ADDITIONAL COMPENSATION WILL BE PAID TO SUCH DIRECTORS AND EXECUTIVE OFFICERS FOR SUCH SERVICES. IN THEIR ROLE AS FINANCIAL ADVISORS TO ROCHE, GREENHILL & CO. AND CITI MAY ALSO ASSIST IN THE SOLICITATION OF PROXIES FROM VENTANA STOCKHOLDERS. GREENHILL & CO. AND CITI WILL NOT RECEIVE ANY FEES FOR OR IN CONNECTION WITH ITS SOLICITATION ACTIVITIES, OTHER THAN THE FEES DUE FOR THEIR SERVICES AS FINANCIAL ADVISORS TO ROCHE AND DEALER MANAGERS IN CONNECTION WITH ROCHE'S TENDER OFFER. INVESTORS AND STOCKHOLDERS CAN OBTAIN ADDITIONAL INFORMATION REGARDING THE DIRECT AND INDIRECT INTERESTS OF THE ROCHE NOMINEES AND OTHER PARTICIPANTS BY READING THE DEFINITIVE PROXY STATEMENT WHEN IT BECOMES AVAILABLE.
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