FAQ
26
June 2007
Why
does Roche want to acquire Ventana?
The
acquisition enhances Roche’s position as the world’s leading, fully-integrated
personalised healthcare company. Roche has the # 1 oncology drug portfolio
and
is the # 1 in-vitro diagnostics company. Ventana is a world leader in
tissue-based cancer diagnostic systems. Tissue-based testing serves as
a key
element in diagnostics and treatment in oncology and complements Roche’s leading
in-vitro diagnostic technologies, platforms and systems. Ventana will
provide us
with a key component for realizing our diagnostics strategy of innovating
through improving testing efficiency and increasing medical value to
labs,
hospitals, physicians and patients. Together we will drive the development
and
commercialisation of innovative and fully-integrated personalised healthcare
solutions to patients – particularly in oncology and virology.
Why
is Roche launching a tender offer to purchase Ventana rather than try
to reach a
negotiated transaction?
Roche
has
made multiple efforts to engage in meaningful discussions with Ventana’s
Chairman and Board concerning a negotiated transaction. Unfortunately,
Ventana
has not been willing to enter discussions. As a result, Roche has decided
to
commence a tender offer, although we would prefer, and remain willing
to
discuss, a negotiated transaction agreed to by both parties. We hope
that
Ventana’s Chairman and Board will recognize this opportunity to deliver value
to
their stockholders and immediately commence discussions with us to effect
a
negotiated transaction.
What
are the terms of the offer?
Roche
will
be making a tender offer to acquire all outstanding shares of common
stock of
Ventana for US$75.00 per share in cash, or an aggregate of US$3 billion.
This
offer represents a 44% premium to Ventana’s close of $51.95 on June 22, 2007 and
a 55% premium to its three-month average of $48.30. The Roche proposal
is a
fully financed, all-cash transaction.
How
did you arrive at the purchase price/consideration?
This
premium recognizes the value created by Ventana to date, as well as its
strong
future growth potential: This combination provides Roche with entry to
the
fast-growing histopathology (tissue-based diagnostics) segment and is
an
important step in Roche’s strategy of delivering fully-integrated personalised
healthcare solutions to patients.
What
is your strategy going forward for the combined diagnostics
business?
Recently,
we announced various acquisitions including 454 Life Sciences, BioVeris
and
NimbleGen. All these small to mid-sized acquisitions are perfectly in
line with
our strategy to grow organically, combined with targeted acquisitions
that fit
into our business model. The combination with Ventana will provide an
opportunity to leverage Roche’s diagnostics capabilities (workflow, automation
and assay development)
and
global
market position into tissue-based diagnostics and is an important step
in our
strategy of delivering fully-integrated personalised healthcare solutions
to
patients.
What
are the conditions to close?
The
offer
will be subject to customary conditions, including the tender of a majority
of
Ventana’s shares of common stock, on a fully diluted basis and Ventana’s Board
taking all necessary actions to make its shareholder rights plan inapplicable
to
Roche’s offer. The Roche proposal is a fully financed, all-cash transaction,
with no significant anticipated hurdles to completion.
What
will happen to Ventana’s employees?
Roche
believes Ventana has a world-class management team and employee base
that will
be excellent complements to Roche Diagnostics. We intend to maintain
Ventana as
a dedicated business within Roche Diagnostics and therefore expect very
little
overlap in capacities. This transaction is not driven by cost synergies,
but by
the strategic value of Ventana’s business and its growth potential within Roche.
Roche is committed to investing and growing Ventana and the entire diagnostics
business; as diagnostics is important to Roche’s overall strategy. Therefore, we
see significant growth potential for Ventana as part of Roche, providing
additional opportunities for employees.
What
will happen to Ventana’s operations/facilities?
We
intend
to operate Ventana as a dedicated business within the Roche Diagnostics
Division
and will retain Ventana’s headquarters and operations in Tucson,
Arizona.
DISCLAIMER:
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
THE
TENDER
OFFER DESCRIBED IN THIS PRESS RELEASE HAS NOT YET COMMENCED, AND THIS
PRESS
RELEASE IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL
VENTANA COMMON STOCK. THE SOLICITATION AND OFFER TO BUY VENTANA’S COMMON STOCK
WILL ONLY BE MADE PURSUANT TO AN OFFER TO PURCHASE AND RELATED MATERIALS
THAT
ROCHE INTENDS TO FILE PROMPTLY. INVESTORS AND SECURITY HOLDERS ARE URGED
TO READ
THESE MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE SINCE THEY WILL
CONTAIN
IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER.
THE
OFFER TO PURCHASE AND RELATED MATERIALS WILL BE FILED BY ROCHE WITH THE
SECURITIES AND EXCHANGE COMMISSION (SEC), AND INVESTORS AND SECURITY
HOLDERS MAY
OBTAIN A FREE COPY OF THESE MATERIALS (WHEN AVAILABLE) AND OTHER DOCUMENTS
FILED
BY ROCHE WITH THE SEC AT THE WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV.
THE
OFFER TO PURCHASE AND RELATED MATERIALS MAY ALSO BE OBTAINED (WHEN AVAILABLE)
FOR FREE BY CONTACTING THE INFORMATION AGENT FOR THE TENDER OFFER, MACKENZIE
PARTNERS AT (212) 929-5500 OR (800) 322-2885 (TOLL-FREE).