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 t
Copyright©2007 PR Newswire.
All rights reserved