Roche claims Ventana offer is ‘full and fair’

Roche has responded to a rejection of its offer to acquire Vetana Medical Systems, claiming that the bid for the company is a fair one, with the sum offered to shareholders properly recognising the value of the firm and its future possibilities for growth.

The company claims that the board of directors of Ventana is unwilling to discuss the offer of approximately $3 billion (1.5 billion pounds) for the firm – equal to a price of $75 per share – while this figure is a 44 per cent increase on the share price of the firm at the close of trading on June 22nd 2007.

Roche adds that this offer price represents a 55 per cent premium on the three-month average of the share price of $48.30, also as of June 22nd.

The firm reiterated its preferred choice of negotiating a merger with Ventana, though added that if such attempts are rebuffed, it will look to continue its hostile bid, with Roche also considering nominating new directors at the 2008 annual meeting of Ventana and proposing to amend the company’s bylaws.

Franz B Humer, chairman and chief executive officer of Roche, said: “Roche continues to believe that its offer of $75 per share in cash is a full and fair offer and a unique opportunity for Ventana’s stockholders to receive value now that reflects Ventana’s current business and full future potential.”

Christopher Gleeson, president and chief executive officer of Ventana has claimed that statements made by Roche have displayed attempts to “deliberately mislead” the market regarding the companies’ earlier discussions, while its bid for the firm does not approach its true value and potential.