Roche Completes Tender Offer for Vent...( Acquisition of Ventan...),Health

Acquisition of Ventana to be Completed Today

BASEL, Switzerland, Feb. 19 /PRNewswire-FirstCall/ -- Roche (SWX: ROG.VX; RO.S; OTC: RHHBY) and Ventana Medical Systems Inc. (Nasdaq: VMSI) today announced that Roche has completed the tender offer for the outstanding shares of Ventana. As of the expiration of the subsequent offering period, Rocket Acquisition Corporation, a wholly-owned subsidiary of Roche, had purchased a total of approximately 34,545,323 shares of Ventana common stock, representing approximately 93.7% of Ventana's outstanding shares. All shares validly tendered in the offer have been accepted for payment, and the consideration for all such shares either has been paid or will promptly be paid.

Roche expects to complete the acquisition of Ventana today through a short-form merger, without a vote or meeting of Ventana's shareholders. In the merger, all of the shares of Ventana not owned by Roche and its subsidiaries (other than shares as to which appraisal rights are validly exercised) will be converted into the right to receive the same cash consideration that was paid in the tender offer. Following the merger, Ventana's common stock will cease to be traded on the NASDAQ Global Select Market.

"This is a truly exciting day for Roche. Ventana broadens Roche's diagnostic offerings and complements Roche's strong existing position in in- vitro diagnostic systems. Incorporating Ventana will enhance our position as the world's leading, personalized healthcare company," commented Franz B. Humer, Chairman and CEO of Roche. "We are happy to officially welcome Ventana's employees to the Roche Group and will begin the integration of our businesses immediately."

Greenhill & Co. and Citi are acting as
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