Roche set to nominate directors ahead of Ventana stockholder meeting

Roche has announced that it is to nominate independent candidates to replace Ventana’s board of directors at Ventana’s 2008 annual stockholders meeting.

The Swiss pharmaceutical company announced that it had given Ventana Medical Systems the required notice for director nominations ahead of the meeting.

In June 2007, Roche announced that it would make a tender offer to acquire Ventana for $75 (36 pounds) per share in cash.

Franz B Hunter, chairman and chief executive officer of Roche, outlined that the company had operated to Ventana’s bylaws because it was committed to pursuing the acquisition of Ventana and wished to see a negotiated transaction.

He added: “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 maximising shareholder value.”

Roche has stated that it intends to nominate four candidates for election to Ventana’s Class III director seats.

The company also intends to seek stockholder approval to amend Ventana’s bylaws to eliminate its classified board and remove all of the Ventana directors other than the four Class III directors elected at the 2008 annual meeting.

If accepted, Roche will then try and seek approval to amend bylaws that will reduce the size of the board of directors from ten to seven and elect three more candidates to the vacant seats.

Earlier this year, Ventana reported that the majority of its shareholders had rejected the “inadequate” offer for the firm from Roche.