By Donald Zuhn --
Roche announced today that it had signed a definitive merger agreement with Ventana Medical Systems. Under the terms of the agreement, Roche will increase its tender offer to $89.50 per share, or approximately $3.4 billion, and Ventana's Board of Directors will recommend that Ventana's shareholders tender their shares to Roche. The boards of both companies have signed off on the merger agreement.
Roche had been trying to acquire Ventana since late June of last year when it first offered $75 per share, or approximately $3 billion, for the tissue-based diagnostics company. At the time, Roche noted that despite "multiple efforts to engage in meaningful discussions with Ventana's Chairman and Board concerning a negotiated transaction," Ventana had "declined to enter transaction discussions," and as a result, Roche had decided to commence a tender offer. In July, Ventana's Board of Directors announced that after reviewing Roche's tender offer, it had unanimously determined that the $75 per share cash offer was inadequate, and as a result, recommended that its "stockholders not tender any of their shares to Roche." Roche had extended its tender offer five times before the two companies reached agreement.
Following completion of the transaction, Ventana President and Chief Executive Officer Christopher Gleeson will continue in those positions, and will become a member of the Roche Diagnostics Executive Committee. In addition, Ventana will remain in Tucson, Arizona.
For additional information regarding this topic, please see:
- "Ventana's Board Urges Stockholders Not to Tender Their Shares; Roche Responds," July 11, 2007
- "Roche's Bid for Ventana Medical Systems Hits Snag," July 10, 2007
- "Roche Commences Tender Offer for Ventana Medical Systems," June 27, 2007
- "Roche Makes Offer to Acquire Ventana Medical Systems," June 26, 2007
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