UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
________________
Amendment
No. 13
to
SCHEDULE TO
(Rule
14d-100)
Tender
Offer Statement under Section 14(d)(1) or 13(e)(1) of
the
Securities Exchange Act of 1934
VENTANA
MEDICAL SYSTEMS, INC.
(Name
of Subject Company)
ROCKET
ACQUISITION CORPORATION
ROCHE
HOLDING LTD
(Names
of Filing Persons — Offeror)
Common
Stock, Par Value $0.001 Per Share
(including
the associated preferred stock purchase rights)
(Title
of Class of Securities)
________________
92276H106
(Cusip
Number of Class of Securities)
Beat
Kraehenmann
Roche
Holding Ltd
Grenzacherstrasse
124
CH-4070
Basel
Switzerland
Telephone:
+41-61-688-1111
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and
Communications on Behalf of Filing Persons)
Copies
to:
Christopher
Mayer
Davis
Polk & Wardwell
450
Lexington Avenue
New
York, New York 10017
Telephone:
(212) 450-4000
CALCULATION
OF FILING FEE
Transaction
Valuation*
|
Amount
of Filing Fee**
|
$2,978,902,500
|
$91,452.31
|
*
|
Estimated
for purposes of calculating the filing fee only. This amount assumes
the
purchase of all 33,668,000 shares of common stock of Ventana Medical
Systems, Inc. outstanding as of March 31, 2007, all options outstanding
as
of March 31, 2007 with respect to 6,022,000 shares of common stock
of
Ventana, and all restricted stock and restricted stock units outstanding
as of March 31, 2007 with respect to 28,700 shares of common stock
of
Ventana. The number of outstanding shares, options, and restricted
stock
and restricted stock units is contained in Ventana’s Quarterly Report on
Form 10-Q for the quarter ended March 31,
2007.
|
**
|
The
amount of the filing fee is
calculated in accordance with Rule 0-11 of the Securities Exchange
Act of
1934, as amended, by multiplying the transaction valuation by
0.0000307.
|
R
|
Check
box if any part of the fee
is offset as provided by Rule 0-11(a)(2) and identify the filing
with
which the offsetting fee was previously paid. Identify the previous
filing
by registration statement number, or the Form or Schedule and the
date of
its filing.
|
Amount
Previously Paid:
|
$91,452.31
|
|
Filing
Party:
|
Roche
Holding Ltd
|
Form
or Registration No.:
|
SC
TO-T
|
|
Date
Filed:
|
June
27, 2007
|
£
|
Check
the box if the filing
relates solely to preliminary communications made before the commencement
of a tender offer.
|
Check
the
appropriate boxes below to designate any transactions to which the statement
relates:
R
|
third-party
tender offer subject
to Rule 14d-1.
|
£
|
issuer
tender offer subject to
Rule 13e-4.
|
£
|
going-private
transaction subject
to Rule 13e-3.
|
£
|
amendment
to Schedule 13D under
Rule 13d-2.
|
Check
the following box if the filing is
a final amendment reporting the results of the tender
offer. £
Items
1 through 3 and Items 5 through 9.
This
Amendment No. 13 to Tender Offer Statement on Schedule TO (the “Schedule
TO”) amends and supplements the statement originally filed on June 27,
2007 by Roche Holding Ltd, a joint stock company organized under the laws of
Switzerland (“Parent”), and Rocket Acquisition Corporation (the
“Purchaser”), a Delaware corporation and an indirect
wholly
owned subsidiary of Parent. This Schedule TO relates to the offer by the
Purchaser to purchase all outstanding shares of common stock, par value $0.001
per share (together with the associated preferred stock purchase rights, the
“Shares”), of Ventana Medical Systems, Inc., a Delaware
corporation (the “Company”), at $75.00 per Share, net to the
seller in cash, without interest and less applicable withholding taxes, upon
the
terms and subject to the conditions set forth in the Offer to Purchase, dated
June 27, 2007 (the “Offer to Purchase”), and in the related
Letter of Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the “Offer”).
The
information set forth in the Offer to Purchase, including all schedules thereto,
and the related Letter of Transmittal is expressly incorporated herein by
reference with respect to all of the items of this Schedule TO, except as
otherwise set forth below.
All
capitalized terms used in this Amendment No. 13 without definition have the
meanings ascribed to them in the Schedule TO.
Item
4. Terms of the Transaction.
On
October
29, 2007, Parent extended the Offer until 5:00 p.m., New York City time on
Thursday, January 17, 2008, unless further extended. The full text of
a press release issued by Parent announcing the extension to the Offer is filed
as Exhibit (a)(5)(xii) hereto and is incorporated herein by
reference.
Item
10. Financial Statements.
Not
applicable.
Item
11. Additional Information
On
June
29, 2007, Roche Holdings, Inc. and the Purchaser filed a Verified Complaint
for
Declaratory and Injunctive Relief in the Court of Chancery of the State of
Delaware (the “Complaint”) against the Company and the members
of the board of directors of the Company. A copy of the Complaint was
previously filed as Exhibit (a)(5)(ii). On October 26, 2007, Roche
Holdings, Inc. and the Purchaser filed a First Amended Verified Complaint for
Declaratory and Injunctive Relief (the “Amended Complaint”)
alleging that the defendant directors have breached their fiduciary duties
to
the shareholders of the Company in connection with the Offer and that certain
delayed redemption provisions of the Rights Agreement are invalid as a matter
of
Delaware law. The Amended Complaint seeks declaratory relief that the
defendant directors have breached their fiduciary duties and injunctive relief
compelling the defendants to redeem the Rights or to render the Rights Agreement
inapplicable to the Offer and the Merger and to approve the Offer and Merger
for
purposes of Section 203 of the Delaware General Corporation Law and enjoining
defendants from adopting any measure that has the effect of impeding, thwarting,
frustrating, or interfering with the Offer or the Merger. The Amended
Complaint is filed herewith as Exhibit (a)(5)(xiii).
Section
15
of the Offer to Purchase is hereby amended by deleting the third paragraph
under
the heading “Foreign Antitrust Approvals” in its entirety and replacing it with
the following paragraph:
“Furthermore,
under the provisions of the Chinese Regulations on Merger with and Acquisitions
of Domestic Companies by Foreign Investors (the “M&A Regulations”), the
acquisition of the Shares pursuant to the Offer may be consummated only if
the
acquisition is approved by the relevant Chinese governmental authority, either
by written approval or the expiration of a 30 working day waiting period
commenced by the filing by Parent of a merger notification (“Chinese
Notification”) with respect to the Offer, unless the relevant Chinese
governmental authority issues a notice of extended review. Pursuant
to the requirements of the M&A Regulations, the Chinese Notification with
respect to the Offer was filed with the Ministry of Commerce and State
Administration of Industry and Commerce on September 4, 2007. At
11:59 p.m., Beijing time, on Friday, October 19, 2007, the applicable waiting
period under the M&A Regulations relating to the Offer
expired. Accordingly the condition to the Offer relating to Chinese
antitrust approval has been satisfied.”
Item
12. Exhibits.
Item
12 is
hereby amended and supplemented with the following information:
Exhibit
(a)(5)(xii) Press Release issued by Roche Holding Ltd, dated October 29,
2007.
Exhibit
(a)(5)(xiii) First Amended Complaint filed in the Court of Chancery of the
State
of Delaware in and for New Castle County on October 26, 2007.
SIGNATURES
After
due
inquiry and to the best knowledge and belief of the undersigned, each of the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Date:
October 29, 2007
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ROCKET
ACQUISITION CORPORATION
|
|
|
|
|
|
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By:
|
/s/
Beat Kraehenmann
|
|
|
|
Name:
Beat Kraehenmann
|
|
|
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Title: Secretary
|
|
|
|
|
|
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ROCHE
HOLDING LTD
|
|
|
|
|
|
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By:
|
/s/
Bruno Maier
|
|
|
|
Name:
Bruno Maier
|
|
|
|
Title: Authorized
Signatory
|
|
|
|
|
|
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By:
|
/s/
Beat Kraehenmann
|
|
|
|
Name:
Beat Kraehenmann
|
|
|
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Title: Authorized
Signatory
|
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EXHIBIT INDEX
Exhibit
No.
|
|
Description
|
(a)(1)(i)
|
|
Offer
to Purchase dated June 27, 2007*
|
(a)(1)(ii)
|
|
Letter
of Transmittal*
|
(a)(1)(iii)
|
|
Notice
of Guaranteed Delivery*
|
(a)(1)(iv)
|
|
Letter
to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees*
|
(a)(1)(v)
|
|
Letter
to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees*
|
(a)(1)(vi)
|
|
Guidelines
for Certification of Taxpayer Identification Number on Substitute
Form
W-9*
|
(a)(1)(vii)
|
|
Summary
Advertisement dated June 27, 2007*
|
(a)(5)(i)
|
|
Press
Release issued by Roche Holding Ltd, dated June 25,
2007*
|
(a)(5)(ii)
|
|
Complaint
filed in the Court of Chancery of the State of Delaware in and for
New
Castle County on June 29, 2007*
|
(a)(5)(iii)
|
|
Complaint
filed in the United States District Court for the District of Arizona
on
June 29, 2007*
|
(a)(5)(iv)
|
|
Press
Release issued by Roche Holding Ltd, dated July 11,
2007*
|
(a)(5)(v)
|
|
Excerpt
from an Investor Presentation by Roche Holding Ltd, dated July 19,
2007*
|
(a)(5)(vi)
|
|
Transcript
of an Investor Presentation by Roche Holding Ltd, dated July 19,
2007*
|
(a)(5)(vii)
|
|
Press
Release issued by Roche Holding Ltd, dated July 25,
2007*
|
(a)(5)(viii)
|
|
Press
Release issued by Roche Holding Ltd, dated July 26,
2007*
|
(a)(5)(ix)
|
|
Press
Release issued by Roche Holding Ltd, dated August 21,
2007*
|
(a)(5)(x)
|
|
Press
Release issued by Roche Holding Ltd, dated August 22,
2007*
|
(a)(5)(xi)
|
|
Press
Release issued by Roche Holding Ltd, dated September 19,
2007*
|
(a)(5)(xii)
|
|
Press
Release issued by Roche Holding Ltd, dated October 29,
2007
|
(a)(5)(xiii)
|
|
First
Amended Complaint filed in the Court of Chancery of the State of
Delaware
in and for New Castle County on October 26, 2007
|
(b)
|
|
Not
applicable
|
(c)
|
|
Not
applicable
|
(d)
|
|
Not
applicable
|
(f)
|
|
Not
applicable
|
(g)
|
|
Not
applicable
|
(h)
|
|
Not
applicable
|
________________
*
Previously filed