By Lisa Kerner
Charlotte, N.C., Jan. 22 - The boards of directors of Roche and Ventana Medical Systems, Inc. approved a merger agreement between the two companies.
Under the agreement, Roche will increase the purchase price in its tender offer for Ventana to $89.50 per share in cash, or some $3.4 billion, from $75.00 per share, a news release stated.
The amended offer expires at 7 p.m. ET on Feb. 7.
A $110 million termination fee is included in the deal, according to a form 8-K filing with the Securities and Exchange Commission.
"We are very pleased that we were able to reach an agreement with Ventana," Roche chief executive officer Franz B. Humer said in the release.
"Our combined company will be uniquely positioned to further expand Ventana's business globally and together develop more cost-efficient, differentiated and targeted medicines," Humer added.
Ventana's president and CEO Christopher Gleeson will continue as CEO of Ventana's business following the transaction's close. Gleeson will also become a member of the Roche Diagnostics executive committee. Ventana will continue to be based in Tucson, Ariz.
"Ventana's board of directors has been dedicated to ensuring that any strategic value creation opportunities with Roche or other third parties would adequately reflect the inherent value of the company, its steady growth momentum, and the magnitude of potential synergies in a combination," Gleeson stated in the release.
Roche was advised by Greenhill & Co. and Citi. Merrill Lynch & Co. and Goldman Sachs advised Ventana.
On Jan. 16, Roche extended its offer to acquire all of the outstanding common shares of Ventana to 5 p.m. ET on March 14 from 5 p.m. ET on Jan. 17.
As previously reported, Roche began a tender offer for Ventana on June 27, 2007. The offer was originally slated to end on July 26.
Ventana is a medical device company, and Roche is a Basel, Switzerland-based pharmaceutical and diagnostics company.
| Acquirer: | Roche
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| Target: | Ventana Medical Systems, Inc.
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| Announcement date: | Jan. 22
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| Transaction total: | $3.4 billion
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| Price per share: | $89.50
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| Expected closing: | Upon approvals
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| Stock price of target: | Nasdaq: VMSI: $85.33 on Jan. 18
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