UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
________________
Amendment
No. 8
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
ReceiveNotices
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, Items 4 through 9 and Item 11.
This
Amendment No. 8 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. 8 without definition have
the
meanings ascribed to them in the Schedule TO.
Item
4. Terms of the Transaction
Section
14
of the Offer to Purchase is hereby amended by deleting the last paragraph
and
replacing it with the following paragraph:
“The
foregoing conditions are for the sole benefit of Parent, the Purchaser
and their
affiliates and may be asserted by us or Parent, in our sole discretion,
or may
be waived by us, in our sole discretion, in whole or in part at any time
or from
time to time on or prior to the Expiration Date (and thereafter in relation
to
any conditions to the Offer dependent upon the receipt of government
approvals). We expressly reserve the right to waive any of the
conditions to the Offer and to make any changes in the terms of or the
conditions to the Offer. A waiver of any of the material conditions
to the Offer will be followed as promptly as practicable by a public
announcement thereof. Our failure to exercise our rights under any of
the foregoing conditions shall not be deemed a waiver of any such right,
and
each such right shall be deemed an ongoing right which may be asserted
at any
time or from time to time on or prior to the Expiration Date (or thereafter
in
relation to any condition dependent upon the receipt of government
approvals). The waiver of any such right with respect to particular
facts and circumstances shall not be deemed a waiver with respect to any
other
facts and circumstances. Subject to applicable law (including
determinations of a court of competent jurisdiction), any determination
made by
us concerning the events described in this Section 14 shall be final and
binding
on all parties.”
Item
10. Financial Statements.
Not
applicable.
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:
August 10, 2007
|
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:
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/s/
Bruno Maier
|
|
|
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Name:
Bruno Maier
|
|
|
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Title: Authorized
Signatory
|
|
|
|
|
|
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By:
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/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*
|
(b)
|
|
Not
applicable
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(c)
|
|
Not
applicable
|
(d)
|
|
Not
applicable
|
(f)
|
|
Not
applicable
|
(g)
|
|
Not
applicable
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(h)
|
|
Not
applicable
|
________________
*
Previously filed