Media
Release
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For
Immediate Release
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Basel,
December 5, 2007
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Roche
(SWX: ROG.VX;
RO.S) announced today that it gave notice to Ventana Medical Systems, Inc.
(Nasdaq: VMSI), as required by Ventana’s bylaws, that it will nominate
independent candidates to replace Ventana’s board of directors at Ventana’s 2008
annual stockholders meeting.
On
June 27, 2007, Roche commenced a tender offer to acquire all of the outstanding
common shares of Ventana for $75.00 per share in cash. This price
represents a 44% premium to Ventana’s close of $51.95 on June 22, 2007 (the last
trading day prior to the announcement of Roche’s offer) and a 55% premium
to its three-month average as of the same date of $48.30. Recently,
Roche entered into a confidentiality agreement with Ventana and has carried
out
limited due diligence.
Franz
B. Humer,
Chairman and CEO of Roche said, “We have taken this step, as required by
Ventana’s bylaws, because we are committed to pursuing the acquisition of
Ventana. However, we continue to prefer a negotiated
transaction.”
Dr.
Humer continued, “All of our nominees have proven track records in their areas
of expertise and, if elected, we are confident that they will act in the
best
interests of Ventana stockholders by exploring all alternatives for maximizing
shareholder value.”
Nominees
and Proposals
Roche
intends to
nominate the following candidates for election to Ventana’s four Class III
director seats:
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Dwight
B.
Crane, Ph.D. Dr. Crane was a professor at Harvard Business
School from 1969 to June 2007 and is currently the George Fisher
Baker,
Jr. Professor of Business Administration, Emeritus, at Harvard
Business
School, the lead trustee of the Legg Mason Partners Equity Trust
and the
Legg Mason Partners Variable Equity Trust and a director of LMP
Real
Estate Income Fund, Inc. and Western Asset Municipal High Income
Fund,
Inc.
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John
J.
Jones. Mr. Jones served as Senior Vice President and General
Counsel of Argosy Gaming Company from January 2004 to October 2005,
as
Vice Chairman and General Counsel of Legal Advantage Services from
December 2002 to January 2004, as Executive Vice President and
General
Counsel of RCN Corporation from July 1998 to December 2002 and
is
currently the Managing Director of J3 Capital and Executive Vice
President
of Imaging Advantage LLC.
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Loring
W.
Knoblauch. Mr. Knoblauch served as President and Chief
Executive Officer of Underwriters Laboratories, Inc. from April
2001 to
December 2004, as President and Chief Executive Officer of Talon
Automated
Equipment Company from 1997 to 2001, as President of Honeywell
Asia
Pacific from 1986 to 1992 and is currently a member of the Operating
Advisory Board of Prism Capital,
Inc.
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Michael
L.
Kranda. Mr. Kranda served as a Managing Director of Vulcan
Venture Capital from September 2003 to December 2006, as Chief
Executive
Officer and President of Oxford GlycoSciences from July 1996 to
July 2002
and is currently a consultant for Vulcan Venture
Capital.
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In
addition, Roche intends to seek stockholder approval to amend Ventana’s bylaws
to eliminate Ventana’s classified board and to remove all of the Ventana
directors, other than the four Class III directors elected at the 2008 Annual
Meeting. If stockholders approve the elimination of the classified
board and removal of directors, Roche intends to seek stockholder approval
to
amend Ventana’s bylaws to reduce the size of the Board of Directors from 10 to
seven members and to elect the following candidates to the three vacant seats
on
the Board of Directors:
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Bary
G.
Bailey. Mr. Bailey served as Executive Vice President and Chief
Financial Officer of Valeant Pharmaceuticals International (formerly
ICN
Pharmaceuticals, Inc.) from December 2002 to May 2007 and as Executive
Vice President, Strategy
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and
Technology, of PacifiCare Health Systems, Inc. from July 2000
to December
2002.
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Jay
B.
Hunt. Mr. Hunt has served as a Principal of The Development
Group since 1993, served as Executive Vice President of FM Productions
from 1988 to 1990, as Chief Executive Officer of FN Realty Services,
Inc.
from 1983 to 1987 and is currently the non-executive Chairman of
DDi
Corporation.
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Anthony
H.
Wild, Ph.D. Dr. Wild has served as a general partner of Bows
Pharmaceuticals AG since October 2006, served as the Chairman and
Chief
Executive Officer of MedPointe Pharmaceuticals, Inc. from September
2001
to April 2006, as President of the Warner-Lambert Company’s Global
Pharmaceutical Sector from 1995 to 2000 and is currently a member
of the
Board of Directors of Millennium Pharmaceuticals,
Inc.
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In
addition, Roche notified Ventana of its intent to nominate Philip R. Lochner,
Jr. and/or David A. Dodd as additional or substitute nominees for election
to
Ventana’s Board of Directors if one or more of the nominees is unable to
serve:
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Philip
R.
Lochner, Jr. Mr. Lochner served as Senior Vice President and
Chief Administrative Officer of Time Warner Inc. from 1991 to 1998,
as a
Commissioner of the Securities and Exchange Commission from March
1990 to
July 1991 and is currently a member of the Board of Directors of
Apria
Healthcare Group Inc., Clarcor Inc., Crane Co., CMS Energy Corporation
and
Monster Worldwide Inc.
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David
A.
Dodd. Mr. Dodd has served as Chairman, President and Chief
Executive Officer of BioReliance Corporation since December 2007,
served
as Chief Executive Officer of Serologicals Corporation from June
2000 to
July 2006, as Chief Executive Officer of Solvay Pharmaceuticals,
Inc. from
August 1995 to May 2000 and is currently the non-executive Chairman
of
Stem Cell Sciences plc.
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Greenhill
&
Co.
and Citi are acting as financial advisors to Roche and Davis Polk & Wardwell
is acting as legal counsel.
About
Roche
Headquartered
in
Basel, Switzerland, Roche is one of the world’s leading research-focused
healthcare groups in the fields of pharmaceuticals and diagnostics. As the
world’s biggest biotech company and an innovator of products and services for
the early detection, prevention, diagnosis and treatment of diseases, the
Group
contributes on a broad range of fronts to
improving
people’s
health and quality of life. Roche is the world leader in in-vitro diagnostics
and drugs for cancer and transplantation, a market leader in virology and
active
in other major therapeutic areas such as autoimmune diseases, inflammation,
metabolic disorders and diseases of the central nervous system. In 2006 sales
by
the Pharmaceuticals Division totaled 33.3 billion Swiss francs, and the
Diagnostics Division posted sales of 8.7 billion Swiss francs. Roche has
R&D
agreements and strategic alliances with numerous partners, including majority
ownership interests in Genentech and Chugai, and invests approximately 7
billion
Swiss francs a year in R&D. Worldwide, the Group employs about 75,000
people.
Roche’s
Diagnostics
Division offers a uniquely broad product portfolio and supplies a wide array
of
innovative testing products and services to researchers, physicians, patients,
hospitals and laboratories world-wide.
Roche
commenced
operations in the U.S. over 100 years ago and these operations include research
and development centers that conduct leading-edge work in advancing disease
detection and treatment. Our diagnostics and pharmaceuticals businesses in
the
U.S. employ more than 20,000 people and generate approximately $10 billion
in
sales (including Genentech), accounting for about 40% of the Roche Group's
global annual revenues.
For
further information, please visit www.roche.com.
All
trademarks used or mentioned in this release are protected by law.
Further
information
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All documents on the offer to Ventana’s shareholders:
www.roche.com/info070625
Roche
Group
Media Office
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Daniel Piller (Head of Roche Group Media Office)
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Baschi Dürr
Brunswick
Group (for U.S. media)
Phone:
+1 212 333
3810
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Steve Lipin
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Nina Devlin
MacKenzie
Partners (for U.S. investors)
Phone:
+1 212 929
5500
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Larry Dennedy
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Bob Marese
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
THIS
DOCUMENT
CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS
MAY BE IDENTIFIED BY WORDS SUCH AS ‘BELIEVES’, ‘EXPECTS’, ‘ANTICIPATES’,
‘PROJECTS’, ‘INTENDS’, ‘SHOULD’, ‘SEEKS’, ‘ESTIMATES’, ‘FUTURE’ OR SIMILAR
EXPRESSIONS OR BY DISCUSSION OF, AMONG
OTHER
THINGS,
STRATEGY, GOALS, PLANS OR INTENTIONS. VARIOUS FACTORS MAY CAUSE ACTUAL RESULTS
TO DIFFER MATERIALLY IN THE FUTURE FROM THOSE REFLECTED IN FORWARD-LOOKING
STATEMENTS CONTAINED IN THIS DOCUMENT, AMONG OTHERS: (1) PRICING AND PRODUCT
INITIATIVES OF COMPETITORS; (2) LEGISLATIVE AND REGULATORY DEVELOPMENTS AND
ECONOMIC CONDITIONS; (3) DELAY OR INABILITY IN OBTAINING REGULATORY APPROVALS
OR
BRINGING PRODUCTS TO MARKET; (4) FLUCTUATIONS IN CURRENCY EXCHANGE RATES
AND
GENERAL FINANCIAL MARKET CONDITIONS; (5) UNCERTAINTIES IN THE DISCOVERY,
DEVELOPMENT OR MARKETING OF NEW PRODUCTS OR NEW USES OF EXISTING PRODUCTS,
INCLUDING WITHOUT LIMITATION NEGATIVE RESULTS OF CLINICAL TRIALS OR RESEARCH
PROJECTS, UNEXPECTED SIDE-EFFECTS OF PIPELINE OR MARKETED PRODUCTS; (6)
INCREASED GOVERNMENT PRICING PRESSURES; (7) INTERRUPTIONS IN PRODUCTION;
(8)
LOSS OF OR INABILITY TO OBTAIN ADEQUATE PROTECTION FOR INTELLECTUAL PROPERTY
RIGHTS; (9) LITIGATION; (10) LOSS OF KEY EXECUTIVES OR OTHER EMPLOYEES; AND
(11)
ADVERSE PUBLICITY AND NEWS COVERAGE. THE STATEMENT REGARDING EARNINGS PER
SHARE
GROWTH IS NOT A PROFIT FORECAST AND SHOULD NOT BE INTERPRETED TO MEAN THAT
ROCHE’S EARNINGS OR EARNINGS PER SHARE FOR ANY CURRENT OR FUTURE PERIOD WILL
NECESSARILY MATCH OR EXCEED THE HISTORICAL PUBLISHED EARNINGS OR EARNINGS
PER
SHARE OF ROCHE.
ADDITIONAL
INFORMATION AND WHERE TO FIND IT
THIS
PRESS RELEASE
IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO PURCHASE
OR A SOLICITATION OF AN OFFER TO SELL VENTANA’S COMMON STOCK. THE TENDER OFFER
IS BEING MADE PURSUANT TO A TENDER OFFER STATEMENT ON SCHEDULE TO (INCLUDING
THE
OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND OTHER RELATED TENDER OFFER
MATERIALS) FILED BY ROCHE WITH THE SECURITIES AND EXCHANGE COMMISSION (SEC)
ON
JUNE 27, 2007. THESE MATERIALS, AS THEY MAY BE AMENDED FROM TIME TO TIME,
CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE
OFFER,
THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO
THE TENDER OFFER. INVESTORS AND STOCKHOLDERS CAN OBTAIN A FREE COPY OF THESE
MATERIALS AND OTHER DOCUMENTS FILED BY ROCHE WITH THE SEC AT THE WEBSITE
MAINTAINED BY THE
SEC
AT WWW.SEC.GOV. THE TENDER OFFER MATERIALS MAY ALSO BE OBTAINED FOR FREE
BY
CONTACTING THE INFORMATION AGENT FOR THE TENDER OFFER, MACKENZIE PARTNERS
AT
(212) 929-5500 OR (800) 322-2885 (TOLL-FREE).
ROCHE
WILL BE FILING
A PROXY STATEMENT ON SCHEDULE 14A AND OTHER RELEVANT DOCUMENTS WITH THE SEC
IN
CONNECTION WITH ITS SOLICITATION OF PROXIES FOR THE 2008 ANNUAL MEETING (THE
“PROXY STATEMENT”). PROMPTLY AFTER FILING A DEFINITIVE PROXY
STATEMENT WITH THE SEC, ROCHE WILL MAIL THE PROXY STATEMENT AND A PROXY CARD
TO
EACH VENTANA STOCKHOLDER ENTITLED TO VOTE AT THE 2008 ANNUAL
MEETING. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY
STATEMENT CAREFULLY AND IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY
OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. INVESTORS AND STOCKHOLDERS WILL BE ABLE TO OBTAIN A FREE
COPY OF THESE MATERIALS AT THE WEBSITE MAINTAINED BY THE SEC AT
WWW.SEC.GOV. IN ADDITION, DOCUMENTS FILED WITH THE SEC BY
ROCHE MAY ALSO BE OBTAINED FOR FREE BY CONTACTING MACKENZIE PARTNERS AT (212)
929-5500 OR (800) 322-2885 (TOLL-FREE).
ROCHE
HOLDING LTD,
ROCHE HOLDINGS, INC., ROCKET ACQUISITION CORPORATION AND THE INDIVIDUALS
NOMINATED BY ROCHE HOLDINGS, INC. FOR ELECTION TO VENTANA’S BOARD OF DIRECTORS
(THE “ROCHE NOMINEES”) MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF
PROXIES FROM VENTANA STOCKHOLDERS FOR USE AT THE 2008 ANNUAL MEETING OF
STOCKHOLDERS, OR AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF. THE
DIRECTORS AND EXECUTIVE OFFICERS OF ROCHE HOLDING LTD, ROCHE HOLDINGS, INC.
AND
ROCKET ACQUISITION CORPORATION WHO MAY BE PARTICIPANTS IN THE SOLICITATION
OF
PROXIES HAVE NOT BEEN DETERMINED AS OF THE DATE OF THIS PRESS
RELEASE. NO ADDITIONAL COMPENSATION WILL BE PAID TO SUCH DIRECTORS
AND EXECUTIVE OFFICERS FOR SUCH SERVICES. IN THEIR ROLE AS FINANCIAL
ADVISORS TO ROCHE, GREENHILL & CO. AND CITI MAY ALSO ASSIST IN THE
SOLICITATION OF PROXIES FROM VENTANA STOCKHOLDERS. GREENHILL &
CO. AND CITI WILL NOT RECEIVE ANY FEES FOR OR IN CONNECTION WITH ITS
SOLICITATION ACTIVITIES, OTHER THAN THE FEES DUE FOR THEIR SERVICES AS FINANCIAL
ADVISORS TO ROCHE AND DEALER MANAGERS IN
CONNECTION
WITH
ROCHE’S TENDER OFFER. INVESTORS AND STOCKHOLDERS CAN OBTAIN
ADDITIONAL INFORMATION REGARDING THE DIRECT AND INDIRECT INTERESTS OF THE
ROCHE
NOMINEES AND OTHER PARTICIPANTS BY READING THE DEFINITIVE PROXY STATEMENT
WHEN
IT BECOMES AVAILABLE.