RE: [Histonet] Ventana

From:Annette Hall

Roche Announces $3 Billion Offer to Purchase Ventana Medical Systems
Yesterday, Roche Holdings (SWX: ROG.VX; RO.S) of Basel, Switzerland
announced that it would initiate a tender offer to acquire 100% ownership of
Ventana Medical Systems (NASDAQ: VMSI) of Tucson, Arizona. 

Roche is offering $75 for each share of Ventana Medical. This is a 44%
premium over Ventana's closing price of $51.95 on July 22, 2007. It also
represents a total cash purchase price of $3 billion for Ventana Medical
Systems. For 2006, Ventana Medical Systems had revenue of $238.2 million.
Roche's offer is thus based on a large multiple of EBITDA (Earnings Before
Interest, Taxes, Depreciation, and Amortization).

Roche's offer is unwelcome at Ventana Medical Systems. Executives at Ventana
have been tight-lipped since news of the Roche tender offer became public.
Earlier this morning, Ventana Medical issued a press release recommending
that its shareholders take no action in response to the Roche offer. In the
press release, it further stated that its board of directors would consult
with financial and legal advisors on the situation. Within 10 days, it will
make a recommendation to shareholders. 

In a conference call yesterday, Roche disclosed that it has approached
Ventana Medical Systems numerous times since the first of the year to
initiate discussions about acquiring Ventana Medical. These approaches were
rebuffed by Ventana's board and executive team. That is why Roche decided to
launch a hostile tender offer to acquire all the shares of Ventana.

Lab directors and pathologists should not be surprised if another company
enters the bidding for Ventana Medical Systems. It has a robust product line
in histopathology, a worldwide presence, and there is great respect for the
quality of its products and its corporate culture. Because molecular
diagnostics is growing at twice the rate of the traditional in vitro
diagnostics market, a company like Ventana Medical Systems becomes a
highly-desirable acquisition candidate. 

Stay tuned to Dark Daily. Not only will there be ongoing developments in
this hostile takeover action, but it is likely that this story will take
some surprising twists before it is resolved. 

-----Original Message-----
From: [] 
Sent: Thursday, June 28, 2007 3:03 PM
Subject: [Histonet] Ventana

Has anyone heard thru the grapevine that Ventana is in the process of being
taken over?


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