Jack Schuler historical record of 'dirty tricks' in business; this time it is Elan- last time it was Roche bid for Ventana with his butties!
Executives Could Slow Roche-Ventana Deal
Michael Maiello, 01.29.08, 6:20 PM ET


Earlier this week Ventana Medical Systems filed a document with the Securities and Exchange Commission (SEC) confirming that, as of the night before the company announced it would be acquired by Roche, Founder and Chairman Jack Schuler, along with Vice Chairman John Patience opposed the $89.50 per-share deal.

Jan. 23, the day after the merger was announced, both Schuler and Patience exercised options and increased their collective holdings to a combined 17% of the $3.1 billion company.

Schuler and Patience haven't given any indication that they've changed their minds since then. The deal seemed set to transpire, with or without their support on Feb. 7. But a careful read of the SEC filing suggests that Schuler and Patience have time on their side and could slow the deal's closing.

Roche is required to extend its buyout offer until May 31 if at least half of Ventana's shareholders don't agree to tender their shares before then. Roche can't credibly threaten to walk away from the $3.4 billion deal, a common acquirer tactic when there's not another buyer waiting.

Another unusual provision will allow shareholders to see what Schuler and Patience do before they decide whether or not to tender. Generally, companies that want to be acquired persuade shareholders to tender by the expiration, telling them they won't get their money for four to six weeks if they refuse and a majority goes along. In this case, Ventana reserved the right to, "make available a subsequent offering period of not less than three business days after the expiration of the Revised Offer."

That's good news for investors like Larry Feinberg, whose Oracle (nasdaq: ORCL - news - people ) Partners hedge fund owns 8% of Ventana and who told Forbes.com last week that he would likely do what Schuler and Patience do. That three-day window would allow Schuler and Patience time to send a signal without having to directly contradict Ventana's board.

The SEC filing hints at what Roche would need to do to get Schuler and Patience to tender their shares. On Jan. 10 Ventana's chief executive, Christopher Gleeson, told Roche that they would sell at $95.

In the document, Schuler argues that Roche is so desperate to acquire Ventana, which makes companion diagnostic products for oncology drugs that the Swiss company can easily be forced to pay more, even absent a bid from a competitor.

He says Ventana's products could make Roche more than $1 billion just by helping to accelerate the launch of one drug. He also argues Roche will keep Ventana's products away from its competitors, potentially slowing the industry's overall process on making cancer drugs.

Roche and Ventana's board and management all support the deal, which has been judged fair by Goldman Sachs (nyse: GS - news - people ) and Merrill Lynch (nyse: MER - news - people


snug notes: Jack Schuler up to his dirty tricks again by publically making allegations on Roche's motives, that their actions ' slowing the industry's overall process on making cancer drugs. Jack Schuler has no scruples....snug
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Big Ventana owners could nix deal
January 23, 2008 — 7:59am ET
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Roche nabs the $3.4B Ventana prize
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Roche asks, Ventana says no...again
Roche wins round in battle for Ventana

The Roche-Ventana merger isn't as wrapped up as it might appear. According to Forbes, Ventana's board approved Roche's offer over the objections of Chairman Jack Schuler and Vice Chairman John Patience. Those two haven't agreed to sell their shares, and together they own about 12 percent of the company.

Meanwhile, the Oracle Partners hedge fund owns another 8 percent, and fund manager Larry Feinberg says his strategy has always been to stick with Schuler and Patience, who he calls "the brains behind the board." Feinberg also thinks Roche's latest $89.50-per-share offer is still too low; he says he doesn't want to sell for under $100.

The rest of Ventana management and board members don't individually own even 1 percent of the stock. Other big shareholders include Citadel Investment Group and Westfield Capital Management, firms that--according to Feinberg--have the guts to reject the deal if they don't like it.

Roche says it's confident the deal will get done. And it's true that Ventana's board and top management are pushing for it. We'll see how determined the holdouts prove to be


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Ventana rejects Roche's $3 bln takeover offer
Wed Jul 11, 2007 11:31am EDT

NEW YORK (Reuters) - Ventana Medical Systems Inc. VMSI.O rejected a $3 billion tender offer from Swiss drugmaker Roche Holding AG (ROG.VX) on Wednesday, saying the hostile bid undervalues the diagnostics company and its prospects in the fast-growing cancer-testing market.

Ventana's board unanimously rebuffed the bid after determining that the $75 per share offer is "inadequate in multiple respects and contrary to the best interests of Ventana's stockholders," the company said in a statement.

Already one of the world's largest diagnostic companies, Roche said late last month it would launch a hostile offer for Ventana. The deal represented a 45 percent premium to Ventana shares at the time.

Ventana shares have since traded above Roche's offer price, indicating investors think a richer proposal could emerge, analysts have said. Ventana shares fell 25 cents to $80 in late-morning trading on the Nasdaq.

Acquiring Ventana, which specializes in tissue-based diagnostics, would give Roche access to technology that helps researchers and doctors better select the right drugs for individual patients.

"It would not surprise me if this is a prelude to Roche sweetening its offer a little bit," Morningstar analyst Alex Morozov said. "Whether we will see another suitor coming in ... that's not clear at this point."

Roche did not immediately comment. Roche shares were off 0.8 percent.

Roche's bid for Ventana comes amid a spate of deals in the diagnostics sector. Established players are eyeing smaller developers of promising tests and technologies as an investment in the future of health care and a way to boost cash flow in the near term, analysts have said.

Roche had said its efforts to negotiate a friendly deal were rebuffed. Ventana on Wednesday took issue with Roche's public statements.

"We believe Roche's public disclosures to date are attempts to deliberately mislead the market as to our prior interactions and contacts," Ventana Chief Executive Christopher Gleeson said in a statement.

Ventana said Roche recognizes the attractiveness of Ventana's growth prospects and timed the offer before these factors are fully reflected in the stock price.

In a letter to Roche CEO Franz Humer, which Ventana made public, Gleeson and board Chairman Jack Schuler said: "We have a serious concern that, to some significant extent, your interest in our company may be based upon confidential information shared with you or your affiliates for collaborative purposes."

Morningstar's Morozov said Ventana's harsh language may indicate its desire to lure a friendly buyer with an offer superior to Roche's.

"What we may see here is Ventana inviting another suitor in the playing field," Morozov said.

Gleeson said the Tucson, Arizona-based company remained committed to its business strategy. Ventana plans to provide 2007 and 2008 financial expectations and details about its research pipeline when it releases quarterly earnings later this month. Continued Ventana was founded more than 20 years ago by a practicing pathologist at the University of Arizona. Artisan Partners LP held 8 percent of the company's outstanding shares as of March 31, while Schuler -- the chairman -- held 7.4 percent as of May 22, according to data compiled by Reuters Knowledge.


snug notes; see the pattern, Schuler releasing Roche correspondence
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Tucson-based Ventana sees stock soar on takeover bid

CHRIS KAHN
AP Features

Jun 26, 2007 17:12 EDT

Shares of Tucson-based Ventana Medical Systems Inc. skyrocketed by nearly 50 percent Tuesday following news that Roche Holding AG had initiated a $3 billion hostile bid for the company.

Ventana's board of directors, however, said shareholders should take no action while it reviews the offer. The company said it would make a recommendation within 10 business days of the formal commencement of a tender offer.

Roche, a Swiss pharmaceutical company, revealed late Monday that it was pursuing an all-cash, $75 per share offering for the company. Ventana stock shot up above $75 per share Tuesday, rising $24.69, or 48 percent, to $76.43 in trading on the Nasdaq Stock Exchange.

Roche said it is seeking Ventana to widen its diagnostic product offerings and complement its in-vitro diagnostic systems and cancer therapies. Ventana also competes in the $1 billion tissue-based testing market. According to Roche, that industry has been growing 10 percent annually, twice the rate of Roche's in-vitro diagnostic market.

"By making Ventana a member of the Roche Group, we can close the gap in the field of the fast growing tissue diagnostics market with attractive profitability," Erich Hunziker, Roche's chief financial officer, said in a conference call with analysts.

Bruce Cranna, an analyst with Leerink Swann, said the Roche offer looks good.

"It's a fairly big number," Cranna said. "And certainly Ventana fits with Roche. Of course, it's unclear whether Ventana wants to be bought."

Ventana was started in 1985 by a University of Arizona pathology professor who hoped to automate lab testing for diseases such as cancer.

The company builds medical equipment that helps doctors analyze human tissue. It also focuses on systems designed to speed up new drug discoveries and evaluate the safety of new drugs.

The company has about 950 employees, 500 at its headquarters in Tucson, and had 2006 sales of $238.2 million and income of $31.6 million.

Roche said it made multiple efforts to discuss a possible deal with Ventana's chairman and board of directors, but the company declined to enter discussions. After being rebuffed, Roche decided to go ahead with a tender offer but said it is still willing to discuss a negotiated deal and would prefer that to a hostile bid.

Roche Chairman and Chief Executive Franz Humer called the offer "compelling" with an attractive premium.

"We believe our proposal for Ventana represents a unique opportunity for both our companies and their respective stockholders," Humer said in a statement. "Ventana will be an outstanding addition to the Roche Group, and we believe we are the best strategic partner to capitalize on Ventana's potential."

Ventana would be Roche's fifth acquisition in three months if the deal is made.

In June, Roche announced that it would buy NimbleGen Systems Inc., a manufacturer of equipment for DNA analysis. In April, Roche said it would acquire the BioVeris Corporation, a health care and biosecurity company, and Therapeutic Human Polyclonals, Inc., a privately owned biotechnology company based in California and Germany. The company said in March that it would buy 454 Life Sciences, a gene sequencing company.

Severin Schwan, CEO of Roche's diagnostics division, said in the conference call that the recent buys don't signal a change in Roche's business strategy.

"Each of these acquisitions has been very, very targeted and represent a building block to organically develop our existing business."

If it successfully buys Ventana, Roche would keep Ventana's headquarters in Tucson. "We believe that Ventana has an excellent team and we want to build on the momentum and success this team has achieved," Schwan said.

___

On the Net:

Roche Holding AG http://www.roche.com

Ventana Medical Systems: http://www.ventanamed.com

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Laboratory News
Roche Purchases Ventana by Offering Higher Price
On Tuesday this week, Roche Holdings, AG (VTX:ROG.VX) announced that it had entered into an acquisition agreement with Ventana Medical Systems, Inc. (NasdaqGS:VMSI) of Tucson, Arizona. Roche upped its original bid to $3.4 billion to make the deal happen. It will now pay $89.50 for each share of Ventana stock. That is a 19.3% premium from the second offer Roche made on June 27, 2007. It is also a 72.3% premium over Ventana's closing price of $51.95 on June 22, 2007, which was the trading day prior to the announcement of Roche's initial tender offer.

Although it appears that Roche has prevailed in its efforts to acquire Ventana, there is still active opposition. Forbes Magazine reports that, despite the fact that Ventana's board approved the terms of the announced deal, there remain potential hurdles to the takeover. According to Forbes, the board approval "was over the objections of [Ventana] Chairman Jack Schuler and Vice Chairman John Patience. Neither has agreed to sell their shares to Roche. That's 12% [of outstanding shares] against the deal."

As Dark Daily readers know, the battle between Roche and Ventana became public last June. That's when Roche surfaced with a hostile tender offer for Ventana. Roche stated that, over the previous 12 months, it had attempted to launch acquisition talks with Ventana, but had been rebuffed each time. The amount of the offer surprised Wall Street. It was $3 billion for Ventana, which ended 2006 with sales of $238.2 million.

Roche believes that Ventana Medical Systems is a good fit for two reasons. First, Ventana's portfolio of markers will help Roche push forward with personalized medicine. In the short term, Ventana has an assay for Her2Neu that can help determine whether a patient is a candidate for Herception, which is Roche's second best-selling therapeutic drug. Second, Roche Diagnostics is a global player in molecular diagnostics. Ventana's products for specimen preparation and automated systems for histology laboratories will give Roche a broad range of products to offer molecular laboratories.

For the laboratory industry, Roche's willingness to pay a premium price for Ventana-and to aggressively pursue this acquisition over seven months of active opposition-are reminders that molecular diagnostics is a hot growth sector in laboratory medicine. Further, it is another example of the ongoing consolidation that continues to take place among in vitro diagnostics (IVD) companies.

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Late last month, Roche made an all-cash proposal to acquire Ventana for $75 per share, for a total deal value of about $3 billion. Ventana dismissed the offer as "wholly inadequate" and said it had no interest in negotiations. Roche quickly went to a full-court press, contacting Ventana's executive management, board, company employees, and shareholders—all in a largely failed effort to communicate the value and benefit of Roche's ownership of the company.

Roche said it wants to buy Ventana because the company is a leader in the $1 billion tissue-based testing market, a segment that has been growing at an annual rate of 10%—twice the rate of Roche's other IVD business segments. " Ventana's leadership in tissue-based testing will broaden and complement Roche's leading in vitro diagnostic and life science businesses—molecular diagnostics, immunodiagnostics, and clinical chemistry," said a company press release.


Schuler:
Capturing value.

Roche chairman and CEO Franz B. Humer described the company's bid as "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." While Roche said it would "prefer to commence discussions with Ventana to effect a negotiated transaction," it also said it was prepared to pursue a "unilateral course of action" if Ventana chose not to cooperate.

"This is about stockholder value," said Ventana chairman Jack Schuler. "Simply put, we believe that Roche is trying to capture value for its stockholders that rightly belongs to Ventana's stockholders." Ironically, as Roche was hailing its offer as a 44% premium on Ventana's stock value of $51.95 on June 22, 2007 (the last trading day before Roche submitted its bid to Ventana), the stock has steadily risen to a recent close of more than $83.


Gleeson:
Not even close.

When the initial tender offer expired this month, Roche extended it to August 23—a move that drew a sharp response from Ventana president and CEO Christopher Gleeson. "The situation has not changed," he said. "Not only is the offer significantly below our current market price, it does not even come close to reflecting the intrinsic value of the company, its strong growth prospects in an accelerating market, and the synergy value of Ventana to Roche."

It's probably too early to tell whether Roche and Ventana are poised for a protracted struggle for control, or merely posturing with one another to achieve a more favorable outcome from a deal that both considerable inevitable. But by touting its value to Roche, Ventana may be sending a signal that it might consider a deal—if the price is right.

Roche employs 75,000 people worldwide, including more than 30,000 in the United States. The company's 2006 revenues totaled $34.4 billion—$27.3 billion from the pharmaceutical division and $7.1 billion from diagnostics.

Ventana Medical Systems, with 952 employees, reported annual revenues for 2006 of $238 million.


© 2007 Canon Communications LLC


snug notes; open link to see picture of Jack Schuler the liar: http://devicelink.com/mx/issuesupdate/07/07/Diagnostics.html

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Seeking Greater Share of Oncology Dx Market, Roche Makes $3B Bid for Unresponsive Ventana
June 27, 2007
By Edward Winnick
Type size: - + Email Print RSS Feed This story originally appeared in Biocommerce Week, a newsletter that has been discontinued.

Pushing to make its fourth acquisition in four months, Roche this week made an unsolicited offer to buy diagnostics firm Ventana Medical Systems for around $3 billion, or $75 per share — a 45 percent premium to Ventana’s closing price of $51.74 on Monday.

The acquisition would provide Roche with a tissue-based diagnostics platform, which it currently lacks and sees as an important piece of the oncology diagnostics market. Ventana management has been unresponsive to Roche’s overtures over the past several months, which forced Roche to go public with its bid.

The acquisition would build on Roche’s recent moves to broadly expand its diagnostics and molecular biology research products portfolio through the acquisitions of 454 Life Sciences, BioVeris, and NimbleGen Systems.

Roche officials suggested during a conference call this week that the recent flurry of M&A activity is in line with the firm's traditional growth strategy, rather than a new plan.

“Roche has always had a strategy of taking targeted acquisitions to complement the existing field,” Severin Schwan, CEO of Roche Diagnostics, said during the call. “If you look at the acquisitions over the recent months, in the diagnostics field … each of these acquisitions has been very targeted and represents the building blocks to organically develop our existing business.”

In late March, Roche acquired next-generation sequencing firm 454 Life Sciences in a deal valued at $155 million (see BioCommerce Week 4/4/2007). Though Roche officials said at that time that customers would determine which applications 454’s platform is used for, it is likely it eventually will be used for diagnostic purposes.

Last week, Roche inked a $272 million deal to acquire microarray firm NimbleGen Systems (see BioCommerce Week 6/20/2007). The tools Roche gains from that acquisition are highly complementary to its current research products portfolio, but also provide the firm with more options as it migrates some of those tools into the diagnostics and pharmacogenomics markets in the future.

The firm this week also completed the $600 million acquisition of BioVeris, which developed an electrochemiluminescent technology that can be applied to research and diagnostic applications.

Asked during the call whether Roche was done for the time being adding businesses to its diagnostics group, Schwan said, “Science never stands still. There will always be new technologies arriving in this field. This is a fast-moving, dynamic environment, and as such we will keep our eyes open and screen the market, and if another opportunity arises we will seize it,” he said.

Roche believes that the acquisition would enable the firm to broaden its diagnostic offerings and would be a complement to its current in vitro diagnostics and cancer therapies.

Franz Humer, chairman and CEO of Roche, said that the firm already offers a wide variety of tumor markers, usually serum-based, for oncology. However, for therapy selection “what you need is tissue-based tests to achieve the necessary sensitivity and specificity to really tailor the therapy,” he said during the call.

Humer said the combination of the firms could provide histopathologists with a comprehensive solution that combines Ventana’s tests done directly on tissue with Roche’s analytical technologies. He also said that Roche’s in-house oncology drug development efforts would be greatly aided by an acquisition of Ventana.

Roche tries to identify biomarkers to develop companion diagnostics for every single pharma product that is sent into its pipeline, according to Schwan.

“The hurdle we have to overcome if it comes to tissue-based testing is that we do not have a platform out there in the market, and we do not yet have the same strong internal position,” he said. “That is where Ventana’s capabilities come into the game.”

Ventana already sells a test that screens patients likely to respond to the breast cancer drug Herceptin, which is Roche’s second-largest seller. Roche also does not have a strong presence in the cancer diagnostics market, and the acquisition of Ventana would position the firm for future growth.

The deal would give Roche access to a large installed base of pathology labs that use Ventana’s advanced staining technologies. Ventana holds a 41 percent share of the advanced tissue staining market, according to Roche — slightly more than second-place Dako, which commands 37 percent of the market. However, Schwan noted that Dako is the market leader outside of the US.

According to Roche, the $1 billion tissue-based testing market is growing at 10 percent annually, which is “twice the rate of the overall in vitro diagnostics market.” Humer said that the key growth drivers in this market include test automation and standardization, the increasing incidence of cancer, and the increasing number of targeted cancer drugs requiring companion diagnostics.

No Answer, No Action

Roche officials said that they have been trying to engage Ventana in acquisition discussions for five months, and the firm is still open to negotiating a deal. “We see a certain urgency to move ahead with this transaction,” said Humer.

He said Ventana has not replied to Roche’s offer. However, Ventana, which has a market capitalization of just under $2 billion, advised its shareholders through a posting on its website to “take no action at this time,” and said the company’s board will review the offer and will make its recommendation within 10 business days.


--------------------------------------------------------------------------------
“The hurdle we have to overcome if it comes to tissue-based testing is that we do not have a platform out there in the market, and we do not yet have the same strong internal position.”

--------------------------------------------------------------------------------


Ventana’s shares surged on the news, closing up 48 percent at $76.43on Tuesday.

Roche also published a letter Humer sent to Ventana Chairman Jack Schuler on Monday, which outlines Schuler’s unwillingness to discuss the “compelling” proposal, “or even to take my call today.”

The letter also offers a few details of what Roche depicts as several months of one-sided wooing, including a dinner discussion, e-mails, phone calls, and letters on the part of Roche executives to get Ventana to enter discussions about an equity investment, which Humer said would be a “partnership model similar to our longstanding successful relationship with Genentech.”

“We have offered to keep them listed, to give them independence, but of course, we have also made it clear to become a member of the Roche group the condition is that we control at least 50.1 percentage points, because then you control the intellectual property,” said Humer during the call.

Roche noted in its press release that Ventana made it clear earlier this year that it was not interested in having Roche as a majority stakeholder. That approach having failed, Roche developed the offer for an outright cash purchase at $75 a share, which it asserts represents a 55 percent premium over Ventana’s three-month average and a 39 percent premium over the company’s all-time high bid price.

If Roche is successful in completing the acquisition, it intends to keep Ventana as a separate dedicated business unit, said Schwan.

“We are not planning to integrate the functions across the other business areas, but work on the synergies in a more collaborative way,” he said. “I do not see any synergies here on the cost side, but it is very much driven by the synergies we have on the R&D side, by the development of targeted medicines, and then on the commercialization if we bring products to the market on a worldwide basis.”

Schwan said Roche has “a very decentralized style of leading” certain companies that it acquires. “The best examples are 454 Life Sciences, where we kept the headquarters in the US,” he said. “This company is led by the CEO … and it is led in a very independent way.”

He said the same model is being applied to NimbleGen.

Ventana employs around 950 people and had $238.2 million in sales last year. Roche officials said the firm would retain Ventana's management team and employees as well as its Tucson, Ariz., headquarters.


snug notes; Here we go again with Roche this time going public with frustrating correspondence with Shuler at the other end. Here we are 2009 and Schuler is up to his dirty tricks again, this time with the Elan Board of Directors, and this time has entered into a character assassination of the good business
reputation of Kelly Martin

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Ventana's Board Unanimously Rejects Roche's Unsolicited Tender Offer as Inadequate
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TUCSON, Ariz.--(BUSINESS WIRE)--Jul 11, 2007 - The Board of Directors of Ventana Medical Systems, Inc. (NASDAQ: VMSI) today announced that it has thoroughly reviewed Roche's unsolicited tender offer with the assistance of its financial and legal advisors (Merrill Lynch & Co., Goldman, Sachs & Co., Sidley Austin LLP and Snell & Wilmer LLP) and unanimously determined that the $75 per share cash offer is inadequate in multiple respects and contrary to the best interests of Ventana's stockholders. Accordingly, the Board recommends that stockholders not tender any of their shares to Roche. The letter sent today by Ventana to the Chairman of Roche appears below.
"This is about stockholder value," said Jack Schuler, Chairman of the Board. "The Directors of Ventana have taken, and will continue to take, their responsibility as fiduciaries to stockholders extremely seriously. Simply put, we believe that Roche is trying to capture value for its stockholders that rightly belongs to Ventana's stockholders. We intend to communicate to the market in greater detail the momentum we see in our business and our strong financial expectations. We will also communicate our near and intermediate term initiatives to continue our leadership in advanced and primary staining through our robust R&D pipeline, as well as our leadership in companion diagnostics, which represents a significant opportunity for Ventana and the global pharmaceutical industry. Through its proposed transaction, Roche is attempting to obtain for itself unique strategic value and synergies that we believe would accrue to the broader pharmaceutical industry and Ventana's stockholders over the near and long term."

Christopher Gleeson, President and Chief Executive Officer, commented, "We have a strong, uninterrupted seven year track record of robust year-over-year revenue and earnings growth and a very clear strategic plan to ensure continued successful commercial and financial performance and value creation. Roche's offer does not come close to adequately compensating Ventana stockholders for the accelerating momentum of our business, the near-term potential from our innovative platforms, the numerous catalysts that are poised to drive long-term value, our game changing next generation technologies, and the Company's growing menu of differentiated, high-value diagnostics that are expected to deliver on the promise of personalized medicine. Ventana has a unique position in the market and we will continue to articulate this platform and plan for enhancing value in the weeks ahead."

Gleeson continued, "We believe Roche's public disclosures to date are attempts to deliberately mislead the market as to our prior interactions and contacts. Although Roche's overtures to our Board before June 25th were vague at best, our Board carefully analyzed and considered them and any inference otherwise is simply misleading and inaccurate. In fact, despite Roche's statements to the contrary, we notified Roche and its advisors clearly and repeatedly -- and well before June 25th -- that our Board would be considering their most recent proposal and responding after a special Board meeting scheduled for later that week. Instead, Roche chose not to allow the Directors to deliberate or wait for our Board's response before launching its hostile bid for Ventana. In a similar fashion, Roche commenced litigation without waiting to receive our Board's Schedule 14D-9 response. We can only attribute this to high-handed tactics being used in an effort to deprive our stockholders of fair value. Negotiating at these levels is a non-starter."

Gleeson concluded, "We remain committed to executing our business strategy and to building near and long-term value for all of our stockholders. We intend to vigorously resist Roche's attempt to acquire Ventana at this inadequate price. We expect to provide detailed financial information, including 2007 and 2008 financial guidance and insights into our R&D pipeline in conjunction with our quarterly earnings release after market close on Thursday, July 19 and on a conference call the morning of Friday, July 20."

Among the specific reasons cited in the Company's Schedule 14D-9 for recommending that stockholders reject the Roche offer are the following: -0-

-- The Offer Does Not Fully Reflect Ventana's Standalone Value as the

Leader in Tissue-Based Cancer Diagnostics, One of the Fastest

Growing Segments in the Diagnostics Industry.


-- Over the past twenty years, Ventana has established itself as

the premier tissue-based cancer diagnostics company through the

development of differentiated automated platforms, high value

diagnostic tests and integrated patient information management

tools. Roche acknowledged this leadership in its June 26, 2007

conference call discussing the Offer (the "Roche Conference

Call"). However, Roche's Offer does not adequately compensate

Ventana stockholders for the Company's leading market position,

superior capabilities and resulting growth prospects.


-- The tissue-based cancer diagnostics market is growing rapidly

due to an aging population, increasing incidences of cancer,

laboratory labor shortages, automation, favorable reimbursement

and targeted therapeutics. Ventana's differentiated products and

technologies, commercial strength, and strong customer

relationships will enable it to take advantage of this market

opportunity and drive growth as well as maintain its market

leadership.


-- Over the last five years, Ventana has made significant

investments in its commercial infrastructure, resulting in it

having one of the leading commercial organizations in the

industry today. As Ventana introduces additional new products,

it expects to leverage this infrastructure to drive rapid market

adoption, enhance profitability and deliver significant value to

its stockholders.


-- The Offer Does Not Fully Reflect the Value of Ventana's Growth

Opportunities.


-- The Company has built and maintained its leadership position in

tissue-based cancer diagnostics through innovative research and

development initiatives. As Ventana continues to bring to market

a robust pipeline of automated platforms and high value

diagnostic tests, it believes it will continue its record of

driving rapid market adoption and enhancing the clinical utility

of its products. For example, the Company's molecular products

utilizing SISH technology, which have already been approved for

use in Europe, represent a key expansion of Ventana's assay

menu. These products facilitate the automation of tissue-based

genotyping assays, critical tools used in the diagnosis and

treatment of cancer. The Company's soon-to-be-introduced (2008)

new platform, UltraPlex, is designed to further enhance value by

adding functionality and capabilities such as automated,

simultaneous, same-day gene and protein testing.


-- The Company's research and development activities have generated

recent and pending near-term product introductions that the

Board believes have the potential to drive significant

additional value. For example, in the second quarter of 2006,

Ventana extended its laboratory workflow solution with the

launch of its Symphony H&E stainer, which is targeted at the

highest volume segment of the histology lab. Based on favorable

early adoption of this new product and pending peer reviewed

publications, Ventana believes primary staining represents a

meaningful new growth opportunity that will complement its core

advanced staining franchise.


-- The Company also anticipates significant future growth in

companion diagnostics. For example, Ventana recently entered

into a collaboration agreement with Roche's majority owned

subsidiary, Genentech, to co-develop and commercialize

tissue-based diagnostic assays for therapeutic candidates

designated by Genentech. In addition, Ventana has partnered with

many of the leaders within the pharmaceutical and biotechnology

industries across numerous projects to focus on the development

of biomarker assays and related companion diagnostics. Ventana

believes these companion diagnostics represent a sizeable

long-term growth opportunity for the Company, its collaboration

partners and the industry as a whole, and that the resulting

revenue opportunities are extensive and could drive Ventana's

growth well into the future.


-- The Offer Is Opportunistically Timed to Acquire Value Not Fully

Reflected in Ventana's Stock Price.


-- The Board believes that Roche recognizes the attractiveness of

the Company's near-term and future growth prospects and has

opportunistically timed the Offer to acquire Ventana before

these factors are fully reflected in the Company's stock price.

Revenue growth in the Company's core advanced staining business

remains extremely strong and overall profitability is

accelerating. Ventana is on the verge of realizing its

significant investment in primary staining and has an exciting

pipeline that will drive growth and value. As a result, the

Company believes it is ideally positioned to deliver strong

results based on its strategic plan.


-- Ventana has an opportunity to capture significant market share

from recently acquired and distracted competitors. In the Roche

Conference Call, Roche's Chief Financial Officer, Erich

Hunziker, acknowledged that the shifting competitive landscape

was a motivation for the timing of Roche's approach: "You may

ask yourself why Roche sees a certain urgency for this deal.

Leaving Ventana's successful team unchanged and giving them the

support of a global company could be very crucial in a time when

key competitors in this market are still aligning their efforts

after just having been taken over."


-- The Board has a serious concern that, to some significant

extent, Roche's interest in the Company may be based upon

confidential information shared with Roche or its affiliates for

collaborative purposes. The Board believes that Roche has moved

aggressively and opportunistically to seek to acquire Ventana

before the market has assimilated the information that Roche

fully appreciates.


-- The Offer Is Financially Inadequate.


-- The Board believes that the Offer does not fully reflect the

intrinsic value of the Company. On July 10, 2007, Merrill Lynch

and Goldman Sachs each delivered an oral opinion to the effect

that, as of the date of such opinion, the Offer is inadequate to

the holders of the Company's Shares from a financial point of

view. After considering the factors set forth herein, including

the oral opinions of Merrill Lynch and Goldman Sachs, the Board

has unanimously concluded that the Offer is financially

inadequate.


-- The Offer Does Not Reflect Sharing of Significant Potential Synergy

Value of a Combination.


-- In the Roche Conference Call, Roche asserted that the complete

spectrum of diagnostics capabilities achieved through a

combination of Ventana with Roche's existing diagnostics

franchise, together with Roche's strong oncology drug portfolio,

would uniquely position Roche for leadership in personalized

healthcare. According to Dr. Schwan's statements on the Roche

Conference Call, Ventana's technologies would allow Roche to

provide not only a comprehensive solution to pathologists, but

also a comprehensive in-house solution to its pharmaceuticals

division to develop targeted medicines, particularly in the

oncology market. However, the Offer does not reflect the

tremendous upside from this capability and the strategic and

competitive value to Roche of owning the exclusive rights to

Ventana's technologies.


-- As the leading tissue-based cancer diagnostics company with

superior technologies, commercial infrastructure and management,

and the last remaining independent company with the required

capabilities, Ventana is the best positioned and perhaps the

only company that could enable Roche to achieve its personalized

healthcare objectives. The Company believes that Genentech's

selection of Ventana as its partner of choice for companion

diagnostics development demonstrates that Ventana is ideally

situated to capitalize on this opportunity and represents an

attractive partner candidate for many of Roche's competitors.


-- In addition to the significant strategic value, the Board

believes that Roche would be able to achieve considerable cost

synergies, including distribution synergies, with Ventana's

strong position in the U.S. complementing Roche's strong

position outside the U.S. As Dr. Schwan noted on the Roche

Conference Call, "Tissue-based testing is very much geared

towards the pathologists and as such there are certainly

synergies in the sense that (Roche) can use (its) standing,

(its) brand and (its) infrastructure outside of the U.S."


-- The Offer Represents a Low Control Premium and Low Multiple

Compared to Precedent Transactions.


-- The Offer, which represents a premium of 45% to the average of

the closing prices of the Company's Shares for the one-month

period ending on June 25, 2007, the last trading day prior to

Roche's public announcement of the Offer, does not compare

favorably to the 143% one-month prior premium paid by Danaher

Corporation ("Danaher") for Vision Systems Limited ("Vision"),

one of Ventana's primary competitors. In addition, the EBITDA

multiples paid by Danaher for Vision and by EQT Partners ("EQT")

for Dako Denmark A/S ("Dako"), another of the Company's direct

competitors, were substantially higher than the EBITDA multiple

implied by Roche's Offer for Ventana; the forward year EBITDA

multiple paid by Danaher for Vision was 79x, and the trailing

year EBITDA multiple paid by EQT for Dako was 96x.


-- As Roche acknowledged in the Roche Conference Call, Ventana is

the premier company in its markets and has superior capabilities

to its competitors; however, the premium and multiples implied

by the Offer do not adequately reflect this leadership and

superiority.


-- The Offer Values Ventana at a Price Below Recent Trading Levels.


-- The market price has remained above the Offer price of $75.00

per Share since the public announcement of the Offer on June 25,

2007. The closing price per Share on the Nasdaq Global Select

Market on July 10, 2007, the last trading day prior to the date

of this Statement, was $80.25.


-- Ventana Has a Long and Proven Track Record of Delivering Value to

Stockholders.


-- The Board and management team of Ventana has a long and proven

track record of focusing on and delivering results that drive

significant stockholder value. Ventana has a seven year track

record of uninterrupted year-over-year revenue and earnings

growth. From 2001 to 2006, the Company's revenue grew at a CAGR

of over 20%. Over that same period, the Company's net income

grew at a CAGR of 85% and operating margin expanded from 1% to

19% despite accelerated commercial and R&D investment. As a

result of these strong, consistent financial results, the

Company's stock price increased approximately 430% in the last

five years, representing a 39% CAGR, as compared to a 9% CAGR

for the S&P 500 over that same period.


-- The Interests of Ventana's Board and Management Team Are Closely

Aligned with the Interests of Ventana's Stockholders.


-- As of June 30, 2007, the Board and management team owned

approximately 19% of the Company's outstanding Shares on a

fully-diluted basis. Since inception, this significant insider

ownership has ensured that the Company is solely focused on

building the leading company in its industry and delivering

significant stockholder value. Today, the interests of the Board

and management team remain closely aligned with the interests of

the Company's stockholders in maximizing stockholder value. The

Board and management team is committed to continuing to enhance

the Company's value as well as continuing to evaluate strategies

consistent with the best interests of Ventana stockholders.

Following is a copy of the letter Ventana sent today to Roche's Chairman: -0-

Dear Dr. Humer:


Our Board of Directors, along with our financial and legal advisors,

met in person on June 27, by phone on July 6, in person on July 9 and

again by phone on July 10 to review Roche's proposed acquisition of

Ventana for $75 per share in cash.


After careful consideration and review, we reject your proposal. We

believe the offer of $75 per share is far below the value that can be

created for stockholders by our Company continuing to remain an

independent entity. Because $75 per share is so far below a reasonable

starting point for negotiations, we also decline to engage in

discussions regarding a sale of Ventana. We base our decision on a

variety of factors (as are detailed in our Schedule 14D-9), including

the following --


-- After conducting a detailed assessment of our current business

plan and receiving an opinion of inadequacy from our financial

advisors (Merrill Lynch & Co. and Goldman, Sachs & Co.), the

Board believes the intrinsic value of Ventana to be

substantially in excess of your offer of $75 per share in cash.


-- The price of $75 per share also does not fairly compensate our

stockholders for the strategic and synergy value of Ventana to

Roche. You acknowledged this value in your own investor

conference call on June 26, 2007.


-- Our current market value does not fully reflect the

value-creation potential of our business plan and our research

and development pipeline, including those innovations related

to companion diagnostics. Under all circumstances, our

stockholders must be adequately compensated for the significant

value that will be created.


We take strong exception to the inference that you are attempting to

create with the misleading statement in your letter dated June 18 that

we have "declined to engage in any meaningful dialogue." Each of your

proposals -- first, for a controlling equity investment; now, for a

100% acquisition -- were thoroughly considered and analyzed by our

Board. Similarly, you have created serious misimpressions in your

letter of June 25 by your statement alleging "an unwillingness to meet

for a discussion . . . or even to take my call," when, in fact, well

before June 25, you and your advisors were informed repeatedly and in

writing that we would get back to you following our Board meeting

later that week.


We have a serious concern that, to some significant extent, your

interest in our Company may be based upon confidential information

shared with you or your affiliates for collaborative purposes. At a

minimum, that indicates a serious breach of our trust. That, together

with your high-handed tactics, will no doubt serve as a cautionary

tale to those with whom you may seek to do business in the future. The

separate relevance of this to our stockholders is that you have moved

aggressively and opportunistically to seek to acquire Ventana before

the market has assimilated the information that you fully appreciate.


The Directors of Ventana have taken, and will continue to take, their

responsibility as fiduciaries to stockholders extremely seriously. As

you are well aware, our Board of Directors includes several

stockholders with significant ownership stakes in our Company. We are

committed to building value and looking out for the interests of all

our stockholders. Accordingly, we have determined that the appropriate

course of action is to vigorously resist Roche's attempt to acquire

Ventana at an inadequate price.


Sincerely,


Jack Schuler


Christopher Gleeson


cc: Board of Directors of Ventana


snug notes.....reading Jack Schuler the liar's letter, pot calling kettle black! Jack up to his old dirty tricks

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Monday, June 25, 2007
Roche attempts hostile takeover of Ventana Medical SystemsPhoenix Business Journal - by Angela Gonzales
Print Email Reprints RSS Feeds Add to Del.icio.us Digg This CommentsRelated News
Hostile Roche bid may be too slim for shareholders
Roche in position to approve Ventana merger
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Roche: Genentech sought much higher offer
Ventana acquires California bioscience company
Pharmaceutical giant Roche Holding AG made a hostile play Monday to buy Ventana Medical Systems Inc. in Tucson for $3 billion in cash.

In making the announcement to the media Monday, Roche (SWX: ROG.VX; RO.S) officials disclosed a June 25 letter they had sent to Ventana Chairman Jack Schuler, which warned him that Roche would be making an unsolicited takeover.

"In light of your unwillingness to agree to meet for a discussion concerning a possible business combination between Ventana and Roche, or even to take my call today, we have decided to publicly disclose the proposal, made to you last week, to acquire all of the outstanding shares of Ventana (NASDAQ: VMSI) at a price of $75 per share in cash," Franz B. Humer, chairman and chief executive of Roche, berated him in the letter disclosed to the media.

Humer pointed out in the letter that the tender offer represents a 44 percent premium over the closing price on June 22, as well as a 39 percent premium over Ventana's all-time high and 55 percent over its three-month average.

Roche has been reaching out to Ventana for the past several months, but Ventana officials have said they were not interested in another company obtaining an equity position in the company.

Ventana officials were on conference calls and could not be reached for comment by The Business Journal, but Reuters reported that Larry Mehren, Ventana's chief financial officer, said the board would "in due course" consider Roche's offer.

Jon McGarity, former president and chief executive of the Arizona Bioindustry Association, said this is a very interesting offer.

"It is a tribute to the success of Ventana," said McGarity, who now is president and chief executive of Insys Therapeutics Inc. in Phoenix.

"Franz is a very solid businessman and is very committed to what he wants to do," said McGarity, who worked with Humer several years ago at Glaxo. "He's the sort of individual who makes things happen. He's been very successful in guiding and building Roche."

McGarity pointed out that this would be the second major pharmaceutical player to come to Arizona, following Sanofi-Aventis' recent expansion in Tucson.

"This is exactly how bioscience and pharmaceutical companies get built, when major companies invest by acquiring or building operations within a state," McGarity said. "This is another major step forward in what we're doing."

Ventana's shares closed at $51.74 on Monday.


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Swiss drugmaker Roche Holding ratcheted up the pressure in its $3 billion bid for Ventana Medical Systems on Wednesday, saying it could take action at the company's annual meeting.

If Ventana refuses to negotiate, Roche said it will continue to pursue a transaction unilaterally and will consider measures in connection with Ventana's 2008 annual meeting, the Swiss company said.

"Such action may include the nomination of new directors to Ventana's Board and/or proposals to amend Ventana's bylaws," Roche said in a statement.

Earlier, Ventana's board earlier unanimously rebuffed the offer, saying the hostile bid undervalues the diagnostics company and its prospects in the fast-growing cancer-testing market.

"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," Roche Chief Executive Franz Humer said in the statement.

"It remains Roche's preference to enter into a negotiated transaction with Ventana," Roche said.
Ventana [VMSI 89.45 -0.02 (-0.02%) ] shares have been trading above Roche's offer price, indicating investors think a richer proposal could emerge, analysts have said. Ventana shares fell 25 cents to $80 in late-morning trading on the Nasdaq.

Acquiring Ventana, which specializes in tissue-based diagnostics, would give Roche access to technology that helps researchers and doctors better select the right drugs for individual patients.

"It would not surprise me if this is a prelude to Roche sweetening its offer a little bit," Morningstar analyst Alex Morozov said. "Whether we will see another suitor coming in ... that's not clear at this point."

Roche's bid for Ventana comes amid a spate of deals in the diagnostics sector. Established players are eyeing smaller developers of promising tests and technologies as an investment in the future of health care and a way to boost cash flow in the near term, analysts have said.

Roche has said its efforts to negotiate a friendly deal were rebuffed. Ventana on Wednesday took issue with Roche's public statements.

"We believe Roche's public disclosures to date are attempts to deliberately mislead the market as to our prior interactions and contacts," Ventana Chief Executive Christopher Gleeson said in a statement.

Ventana said Roche recognizes the attractiveness of Ventana's growth prospects and timed the offer before these factors are fully reflected in the stock price.

In a letter to Roche CEO Franz Humer, which Ventana made public, Gleeson and board Chairman Jack Schuler said: "We have a serious concern that, to some significant extent, your interest in our company may be based upon confidential information shared with you or your affiliates for collaborative purposes."

Morningstar's Morozov said Ventana's harsh language may indicate its desire to lure a friendly buyer with an offer superior to Roche's.

"What we may see here is Ventana inviting another suitor in the playing field," Morozov said.

Gleeson said the Tucson, Arizona-based company remained committed to its business strategy. Ventana plans to provide 2007 and 2008 financial expectations and details about its research pipeline when it releases quarterly earnings later this month.

Ventana was founded more than 20 years ago by a practicing pathologist at the University of Arizona. Artisan Partners LP held 8 percent of the company's outstanding shares as of March 31, while Schuler, the chairman, held 7.4% as of May 22, according to data compiled by Reuters Knowledge.

snug notes; Jack Schuler up to his dirty tricks again, going public with correspondence where Schuler makes allegations "we have concerns etc...........some things dont change, Jack up to his dirty tricks again....snug

************************************************************************************************************


Ventana Rejects Roche's $3B Takeover Offer



Ventana Rejects Roche's $3B Takeover Offer

Summary: The Board of Directors of Ventana Medical Systems, Inc. has unanimously determined that Roche’s unsolicited $75 per share cash offer is inadequate in multiple respects and contrary to the best interests of Ventana’s stockholders. See full press release below.

July 11, 2007--The Board of Directors of Ventana Medical Systems, Inc. (NASDAQ: VMSI) today announced that it has thoroughly reviewed Roche’s unsolicited tender offer with the assistance of its financial and legal advisors (Merrill Lynch & Co., Goldman, Sachs & Co., Sidley Austin LLP and Snell & Wilmer LLP) and unanimously determined that the $75 per share cash offer is inadequate in multiple respects and contrary to the best interests of Ventana’s stockholders. Accordingly, the Board recommends that stockholders not tender any of their shares to Roche. The letter sent today by Ventana to the Chairman of Roche appears below.

“This is about stockholder value,” said Jack Schuler, Chairman of the Board. “The Directors of Ventana have taken, and will continue to take, their responsibility as fiduciaries to stockholders extremely seriously. Simply put, we believe that Roche is trying to capture value for its stockholders that rightly belongs to Ventana’s stockholders. We intend to communicate to the market in greater detail the momentum we see in our business and our strong financial expectations. We will also communicate our near and intermediate term initiatives to continue our leadership in advanced and primary staining through our robust R&D pipeline, as well as our leadership in companion diagnostics, which represents a significant opportunity for Ventana and the global pharmaceutical industry. Through its proposed transaction, Roche is attempting to obtain for itself unique strategic value and synergies that we believe would accrue to the broader pharmaceutical industry and Ventana’s stockholders over the near and long term.”

Christopher Gleeson, President and Chief Executive Officer, commented, “We have a strong, uninterrupted seven year track record of robust year-over-year revenue and earnings growth and a very clear strategic plan to ensure continued successful commercial and financial performance and value creation. Roche’s offer does not come close to adequately compensating Ventana stockholders for the accelerating momentum of our business, the near-term potential from our innovative platforms, the numerous catalysts that are poised to drive long-term value, our game changing next generation technologies, and the Company’s growing menu of differentiated, high-value diagnostics that are expected to deliver on the promise of personalized medicine. Ventana has a unique position in the market and we will continue to articulate this platform and plan for enhancing value in the weeks ahead.”

Gleeson continued, “We believe Roche’s public disclosures to date are attempts to deliberately mislead the market as to our prior interactions and contacts. Although Roche’s overtures to our Board before June 25th were vague at best, our Board carefully analyzed and considered them and any inference otherwise is simply misleading and inaccurate. In fact, despite Roche’s statements to the contrary, we notified Roche and its advisors clearly and repeatedly -- and well before June 25th -- that our Board would be considering their most recent proposal and responding after a special Board meeting scheduled for later that week. Instead, Roche chose not to allow the Directors to deliberate or wait for our Board’s response before launching its hostile bid for Ventana. In a similar fashion, Roche commenced litigation without waiting to receive our Board’s Schedule 14D-9 response. We can only attribute this to high-handed tactics being used in an effort to deprive our stockholders of fair value. Negotiating at these levels is a non-starter.”

Gleeson concluded, “We remain committed to executing our business strategy and to building near and long-term value for all of our stockholders. We intend to vigorously resist Roche’s attempt to acquire Ventana at this inadequate price. We expect to provide detailed financial information, including 2007 and 2008 financial guidance and insights into our R&D pipeline in conjunction with our quarterly earnings release after market close on Thursday, July 19 and on a conference call the morning of Friday, July 20.”

Among the specific reasons cited in the Company’s Schedule 14D-9 for recommending that stockholders reject the Roche offer are the following:

-- The Offer Does Not Fully Reflect Ventana's Standalone Value as the Leader in Tissue-Based Cancer Diagnostics, One of the Fastest Growing Segments in the Diagnostics Industry.

-- Over the past twenty years, Ventana has established itself as the premier tissue-based cancer diagnostics company through the development of differentiated automated platforms, high value diagnostic tests and integrated patient information management tools. Roche acknowledged this leadership in its June 26, 2007 conference call discussing the Offer (the "Roche Conference Call"). However, Roche's Offer does not adequately compensate Ventana stockholders for the Company's leading market position, superior capabilities and resulting growth prospects.

-- The tissue-based cancer diagnostics market is growing rapidly due to an aging population, increasing incidences of cancer, laboratory labor shortages, automation, favorable reimbursement and targeted therapeutics. Ventana's differentiated products and technologies, commercial strength, and strong customer relationships will enable it to take advantage of this market opportunity and drive growth as well as maintain its market leadership.

-- Over the last five years, Ventana has made significant investments in its commercial infrastructure, resulting in it having one of the leading commercial organizations in the industry today. As Ventana introduces additional new products, it expects to leverage this infrastructure to drive rapid market adoption, enhance profitability and deliver significant value to its stockholders.

-- The Offer Does Not Fully Reflect the Value of Ventana's Growth Opportunities.

-- The Company has built and maintained its leadership position in tissue-based cancer diagnostics through innovative research and development initiatives. As Ventana continues to bring to market a robust pipeline of automated platforms and high value diagnostic tests, it believes it will continue its record of driving rapid market adoption and enhancing the clinical utility of its products. For example, the Company's molecular products utilizing SISH technology, which have already been approved for use in Europe, represent a key expansion of Ventana's assay menu. These products facilitate the automation of tissue-based genotyping assays, critical tools used in the diagnosis and treatment of cancer. The Company's soon-to-be-introduced (2008) new platform, UltraPlex, is designed to further enhance value by adding functionality and capabilities such as automated, simultaneous, same-day gene and protein testing.

-- The Company's research and development activities have generated recent and pending near-term product introductions that the Board believes have the potential to drive significant additional value. For example, in the second quarter of 2006, Ventana extended its laboratory workflow solution with the launch of its Symphony H&E stainer, which is targeted at the highest volume segment of the histology lab. Based on favorable early adoption of this new product and pending peer reviewed publications, Ventana believes primary staining represents a meaningful new growth opportunity that will complement its core advanced staining franchise.

-- The Company also anticipates significant future growth in companion diagnostics. For example, Ventana recently entered into a collaboration agreement with Roche's majority owned subsidiary, Genentech, to co-develop and commercialize tissue-based diagnostic assays for therapeutic candidates designated by Genentech. In addition, Ventana has partnered with many of the leaders within the pharmaceutical and biotechnology industries across numerous projects to focus on the development of biomarker assays and related companion diagnostics. Ventana believes these companion diagnostics represent a sizeable long-term growth opportunity for the Company, its collaboration partners and the industry as a whole, and that the resulting revenue opportunities are extensive and could drive Ventana's growth well into the future.

-- The Offer Is Opportunistically Timed to Acquire Value Not Fully Reflected in Ventana's Stock Price.

-- The Board believes that Roche recognizes the attractiveness of the Company's near-term and future growth prospects and has opportunistically timed the Offer to acquire Ventana before these factors are fully reflected in the Company's stock price. Revenue growth in the Company's core advanced staining business remains extremely strong and overall profitability is accelerating. Ventana is on the verge of realizing its significant investment in primary staining and has an exciting pipeline that will drive growth and value. As a result, the Company believes it is ideally positioned to deliver strong results based on its strategic plan.

-- Ventana has an opportunity to capture significant market share from recently acquired and distracted competitors. In the Roche Conference Call, Roche's Chief Financial Officer, Erich Hunziker, acknowledged that the shifting competitive landscape was a motivation for the timing of Roche's approach: "You may ask yourself why Roche sees a certain urgency for this deal. Leaving Ventana's successful team unchanged and giving them the support of a global company could be very crucial in a time when key competitors in this market are still aligning their efforts after just having been taken over."

-- The Board has a serious concern that, to some significant extent, Roche's interest in the Company may be based upon confidential information shared with Roche or its affiliates for collaborative purposes. The Board believes that Roche has moved aggressively and opportunistically to seek to acquire Ventana before the market has assimilated the information that Roche fully appreciates.

-- The Offer Is Financially Inadequate.

-- The Board believes that the Offer does not fully reflect the intrinsic value of the Company. On July 10, 2007, Merrill Lynch and Goldman Sachs each delivered an oral opinion to the effect that, as of the date of such opinion, the Offer is inadequate to the holders of the Company's Shares from a financial point of view. After considering the factors set forth herein, including the oral opinions of Merrill Lynch and Goldman Sachs, the Board has unanimously concluded that the Offer is financially inadequate.

-- The Offer Does Not Reflect Sharing of Significant Potential Synergy Value of a Combination.

-- In the Roche Conference Call, Roche asserted that the complete spectrum of diagnostics capabilities achieved through a combination of Ventana with Roche's existing diagnostics franchise, together with Roche's strong oncology drug portfolio, would uniquely position Roche for leadership in personalized healthcare. According to Dr. Schwan's statements on the Roche Conference Call, Ventana's technologies would allow Roche to provide not only a comprehensive solution to pathologists, but also a comprehensive in-house solution to its pharmaceuticals division to develop targeted medicines, particularly in the oncology market. However, the Offer does not reflect the tremendous upside from this capability and the strategic and competitive value to Roche of owning the exclusive rights to Ventana's technologies.

-- As the leading tissue-based cancer diagnostics company with superior technologies, commercial infrastructure and management, and the last remaining independent company with the required capabilities, Ventana is the best positioned and perhaps the only company that could enable Roche to achieve its personalized healthcare objectives. The Company believes that Genentech's selection of Ventana as its partner of choice for companion diagnostics development demonstrates that Ventana is ideally situated to capitalize on this opportunity and represents an attractive partner candidate for many of Roche's competitors.

-- In addition to the significant strategic value, the Board believes that Roche would be able to achieve considerable cost synergies, including distribution synergies, with Ventana's strong position in the U.S. complementing Roche's strong position outside the U.S. As Dr. Schwan noted on the Roche Conference Call, "Tissue-based testing is very much geared towards the pathologists and as such there are certainly synergies in the sense that [Roche] can use [its] standing, [its] brand and [its] infrastructure outside of the U.S."

-- The Offer Represents a Low Control Premium and Low Multiple Compared to Precedent Transactions.

-- The Offer, which represents a premium of 45% to the average of the closing prices of the Company's Shares for the one-month period ending on June 25, 2007, the last trading day prior to Roche's public announcement of the Offer, does not compare favorably to the 143% one-month prior premium paid by Danaher Corporation ("Danaher") for Vision Systems Limited ("Vision"), one of Ventana's primary competitors. In addition, the EBITDA multiples paid by Danaher for Vision and by EQT Partners ("EQT") for Dako Denmark A/S ("Dako"), another of the Company's direct competitors, were substantially higher than the EBITDA multiple implied by Roche's Offer for Ventana; the forward year EBITDA multiple paid by Danaher for Vision was 79x, and the trailing year EBITDA multiple paid by EQT for Dako was 96x.

-- As Roche acknowledged in the Roche Conference Call, Ventana is the premier company in its markets and has superior capabilities to its competitors; however, the premium and multiples implied by the Offer do not adequately reflect this leadership and superiority.

-- The Offer Values Ventana at a Price Below Recent Trading Levels.

-- The market price has remained above the Offer price of $75.00 per Share since the public announcement of the Offer on June 25, 2007. The closing price per Share on the Nasdaq Global Select Market on July 10, 2007, the last trading day prior to the date of this Statement, was $80.25.

-- Ventana Has a Long and Proven Track Record of Delivering Value to Stockholders.

-- The Board and management team of Ventana has a long and proven track record of focusing on and delivering results that drive significant stockholder value. Ventana has a seven year track record of uninterrupted year-over-year revenue and earnings growth. From 2001 to 2006, the Company's revenue grew at a CAGR of over 20%. Over that same period, the Company's net income grew at a CAGR of 85% and operating margin expanded from 1% to 19% despite accelerated commercial and R&D investment. As a result of these strong, consistent financial results, the Company's stock price increased approximately 430% in the last five years, representing a 39% CAGR, as compared to a 9% CAGR for the S&P 500 over that same period.

-- The Interests of Ventana's Board and Management Team Are Closely Aligned with the Interests of Ventana's Stockholders.

-- As of June 30, 2007, the Board and management team owned approximately 19% of the Company's outstanding Shares on a fully-diluted basis. Since inception, this significant insider ownership has ensured that the Company is solely focused on building the leading company in its industry and delivering significant stockholder value. Today, the interests of the Board and management team remain closely aligned with the interests of the Company's stockholders in maximizing stockholder value. The Board and management team is committed to continuing to enhance the Company's value as well as continuing to evaluate strategies consistent with the best interests of Ventana stockholders.

Following is a copy of the letter Ventana sent today to Roche’s Chairman:

Dear Dr. Humer:

Our Board of Directors, along with our financial and legal advisors, met in person on June 27, by phone on July 6, in person on July 9 and again by phone on July 10 to review Roche's proposed acquisition of Ventana for $75 per share in cash.

After careful consideration and review, we reject your proposal. We believe the offer of $75 per share is far below the value that can be created for stockholders by our Company continuing to remain an independent entity. Because $75 per share is so far below a reasonable starting point for negotiations, we also decline to engage in discussions regarding a sale of Ventana. We base our decision on a variety of factors (as are detailed in our Schedule 14D-9), including the following --

-- After conducting a detailed assessment of our current business plan and receiving an opinion of inadequacy from our financial advisors (Merrill Lynch & Co. and Goldman, Sachs & Co.), the Board believes the intrinsic value of Ventana to be substantially in excess of your offer of $75 per share in cash.

-- The price of $75 per share also does not fairly compensate our stockholders for the strategic and synergy value of Ventana to Roche. You acknowledged this value in your own investor conference call on June 26, 2007.

-- Our current market value does not fully reflect the value-creation potential of our business plan and our research and development pipeline, including those innovations related to companion diagnostics. Under all circumstances, our stockholders must be adequately compensated for the significant value that will be created.

We take strong exception to the inference that you are attempting to create with the misleading statement in your letter dated June 18 that we have "declined to engage in any meaningful dialogue." Each of your proposals -- first, for a controlling equity investment; now, for a 100% acquisition -- were thoroughly considered and analyzed by our Board. Similarly, you have created serious misimpressions in your letter of June 25 by your statement alleging "an unwillingness to meet for a discussion . . . or even to take my call," when, in fact, well before June 25, you and your advisors were informed repeatedly and in writing that we would get back to you following our Board meeting later that week.

We have a serious concern that, to some significant extent, your interest in our Company may be based upon confidential information shared with you or your affiliates for collaborative purposes. At a minimum, that indicates a serious breach of our trust. That, together with your high-handed tactics, will no doubt serve as a cautionary tale to those with whom you may seek to do business in the future. The separate relevance of this to our stockholders is that you have moved aggressively and opportunistically to seek to acquire Ventana before the market has assimilated the information that you fully appreciate.

The Directors of Ventana have taken, and will continue to take, their responsibility as fiduciaries to stockholders extremely seriously. As you are well aware, our Board of Directors includes several stockholders with significant ownership stakes in our Company. We are committed to building value and looking out for the interests of all our stockholders. Accordingly, we have determined that the appropriate course of action is to vigorously resist Roche's attempt to acquire Ventana at an inadequate price.

Sincerely,

Jack Schuler

Christopher Gleeson

cc: Board of Directors of Ventana

About Ventana


snug notes...........Jack Schuler /Christopher Gleeson letter to Roche.............recognise a pattern.........snug

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snug...................in steps Larry of the three stooges, Larry Feinberg, Jack Schuler, and John Patience

Despite holdouts, Roche has Ventana
February 8, 2008 — 7:59am ET
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It's in the bag. Roche has officially acquired 70.5 percent of Ventana's shares, enough to wrap up the acquisition. But Roche has extended its $3.4 billion tender offer to February 15 in an attempt to grab more shares, because if it can boost that percentage above 90, the closing will be easier to manage. Last month, Roche upped its offer to $89.50 per share from $75.

Among the holdouts are Ventana Chairman Jack Schuler and Vice Chairman John Patience--who together own 11 percent of the shares--as well as investor Larry Feinberg, an investor with 7.81 percent who's a longtime backer of the two men. Feinberg told the Financial Times that the board members wanted $95 per share, but might settle for $93. "My sense is probably there is a good chance that this goes a little higher," Feinberg said.

Roche, however, says it's sticking to the same cash price as the other shareholders got, and whatever shares aren't tendered will be converted to cash rights. In case that wasn't clear, Roche states that the company "has sufficient voting power to approve the merger without the affirmative vote of any other Ventana shareholder." Touché

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http://www.secinfo.com/d14D5a.u5Xyj.d.htm


10. Defendant John Patience (“Patience”) has served as a director of Ventana since 1989 and as Vice Chairman since January 1999. Patience is also a partner in Crabtree Partners, a Chicago-based venture capital firm, and a director of Stericycle, Inc. Patience was previously a partner of a venture capital investment firm that provided the Company with its early funding. Patience was also previously a partner in the consulting firm of McKinsey & Co., which specializes in health care. Patience is a Class III director and member of the Compensation and Nominating & Governance Committees.

11. Defendant Jack W. Schuler (“Schuler”) has served as a director of Ventana since April 1991 and as Chairman of the Board of Directors since November 1995. Schuler is also Chairman of the Board of Directors of Stericycle, Inc., director of Quidel Corporation, Medtronic and ICOS, and a partner in Crabtree Partners, a Chicago-based venture capital firm. Schuler previously held various executive positions at Abbott Laboratories including President and Chief Operating Officer. Defendant Schuler is a Class III director, Chairman of the Nominating & Governance Committee and member of the Audit Committee.






July 11, 2007, 1:14 pm
Ventana Shuts Deal Window, Roche Throws More Pebbles
Posted by Scott Hensley
Ventana Medical Systems turned down an unsolicited $3 billion takeover offer from Roche of Switzerland as inadequate.

“The main reason for us to reject the bid is an issue of value,” Christopher Gleeson, Ventana’s CEO, told Dow Jones Newswires. “The bid is way below Ventana’s value.” He wouldn’t say how much Roche would have to sweeten a deal to change the minds of management at Ventana, a maker of sophisticated diagnostic tests.

Sounding flattered, Gleeson said: “Roche has recognized our position as a global leader, but the bid doesn’t factor in potential synergies and our technology that allow companies to bring drugs faster to the market.”

Roche shot back that its $75-a-share offer is “full and fair.” Roche prefers to negotiate with Ventana, a company statement said. But if Ventana refuses, then Roche “will continue to pursue a transaction unilaterally.” Besides a cash tender already on the table, Roche may raise a ruckus at Ventana’s 2008 annual meeting. “Such action may include the nomination of new directors to Ventana’s Board and/or proposals to amend Ventana’s bylaws,” Roche threatened.

Ventana has a 70% share of the U.S. tissue-based diagnostics market and full-year sales estimated at about $285 million. In midday trading Ventana shares were up 73 cents to $80.98.


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Roche/Ventana Deal Could Unravel
Michael Maiello, 01.22.08, 3:15 PM ET

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Roche Holding’s $3.4 billion acquisition of Ventana Medical Systems was just announced today, but it might already be falling apart. Though Ventana’s board has approved the deal it was over the objections of Chairman Jack Schuler and Vice Chairman John Patience. Neither have agreed to sell their shares to Roche. That’s 12% against the deal.

Larry Feinberg, manager of the $1 billion Oracle Partners hedge fund owns another 8% of Ventana’s stock. He started buying in 1999 and says: “My strategy has been to go along with those guys.”

Feinberg, who calls Schuler and Patience “the brains behind the board,” believes that Roche (other-otc: RHHBY - news - people )’s $89.50 offer is too low. The day before the announcement, Ventana’s stock closed at $85.33. Feinberg doesn’t want to sell his shares of the Phoenix based medical device maker for under $100. Since he, Schuler and Patience represent a fifth of the votes, they can potentially disrupt the deal.

Of course, not all Ventana officers agree with Schuler and Patience. "We strongly recommend that shareholders tender and we're 100% behind it," said Larry Mehren, Ventana's chief financial officer.

No Ventana (nasdaq: VMSI - news - people ) director or member of Ventana’s management team owns even 1% of the company’s stock. Other large shareholders include the Citadel Investment Group from Chicago and Westfield Capital Management of Boston. Both are firms that Feinberg believes will take a hard look at the deal and would be bold enough to reject Roche’s offer.

“With the approval of the board of directors and management, we’re quite confident we’ll get the deal done,” says Roche spokesman Alexander Klauser. This is Roche’s second offer. Ventana’s board rejected an earlier $75 bid.

Feinberg says that he’s attempted to speak with Schuler and Patience but that they “seem to have been muzzled.”

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Roche ready to complete merger with Ventana
21 Feb 2008

Medical Affairs

Roche has said it is ready to complete its merger with Ventana Medical Systems.

The pharmaceutical company has acquired 93.7 per cent of Ventana's shares and wants to force the merger through without the approval of other shareholders.

Previously, the deal was approved by Ventana's board after Roche increased the price it was willing to pay.

The deal has valued the company at $3.4 billion (£1.7 billion) after the price paid per share by Roche was increased by around 19 per cent to $89.50.

Franz Humer, chief executive of Roche, said: "We are happy to officially welcome Ventana's employees to the Roche Group and will begin the integration of our businesses immediately."

He said that it was "a truly exciting day" for the company and that the acquisition of the company will "broaden Roche's diagnostic offerings".

Ventana says it is one of the world's leading developers of medical diagnostic instrument and reagent systems.

The company has around 800 employees and in 2006 it had sales of $238.2 million.

Hays Pharma is a leading global pharmaceutical and biotech staffing business. Please click here for pharmaceutical jobs

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Off Topic - Jack Schuler interests in Medtronic post sale of Ventana has $300million to spend..

FEBRUARY 27, 2008 Medtronic Director Makes Big Buy
Schuler Acquires Stock Valued at $13.7 Million; Some Goes to FamilyArticle
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By NICOLAS BRULLIARD
A director at Medtronic Inc. with decades of experience in the health-care industry recently disclosed the largest stock purchase on record by an insider at the medical-device company.

Jack W. Schuler, who has served on the board of the Minneapolis company since 1990, reported buying about $13.7 million of Medtronic stock, including some for his wife and some for trusts in the name of his children. After Mr. Schuler's disclosure, President and Chief Executive William A. Hawkins and Chief Information Officer H. James Dallas also reported buying company shares, albeit in smaller amounts.

Mr. Schuler worked about 27 years at Abbott Laboratories and sits on the boards of two other publicly traded companies in the health-care field. He also served as chairman of Ventana Medical Systems Inc. until that company was acquired by Swiss biotech titan Roche Holding AG last week.

Ben Silverman, research director at InsiderScore, a firm that tracks and rates insider stock transactions, said Mr. Schuler is an industry veteran who has had successful investments in health-care companies. He said the fact that Mr. Schuler bought shares for his family members suggests the purchase is a long-term investment.

"That's another positive sign, because he's investing for the family's future," Mr. Silverman said.

Mr. Schuler said he doesn't usually comment on his stock transactions, and he declined to comment on his purchase of Medtronic shares.

Mr. Schuler, who is in his late 60s, worked at Abbott from 1972 to 1989, including more than two years as the company's president and chief operating officer. He currently serves as chairman of Stericycle Inc., a medical-waste company, and as director of Quidel Corp., a maker of diagnostic tests. As Ventana Medical's chairman, Mr. Schuler opposed Roche's takeover, arguing the price was too low. He received about $300 million for his Ventana stake.

"We know he's flush with cash right now, and he decided this was a good time to buy [Medtronic shares]," Mr. Silverman said. "I think that's an additional positive that he looked to put some of that money to work immediately."

Mr. Schuler bought 279,100 Medtronic shares last week for an average of $48.91 a share, according to filings with the Securities and Exchange Commission and data provider Washington Service. Included in his purchase are 4,100 shares bought for his wife and 33,300 shares each for three trusts in the names of his children.

The recent purchase isn't the first of Medtronic stock for Mr. Schuler, who had bought 125,000 company shares since 2005 and acquired an additional 15,364 shares through the exercise of stock options. He also had bought smaller numbers of shares in the 1990s.

Mr. Schuler was the only insider at Medtronic to buy stock since the summer of 2006 until Mr. Hawkins, the chief executive, disclosed Monday having bought 3,060 company shares, and Mr. Dallas, the chief information officer, reported a purchase of 15,597 shares.

"On a positive note, there hasn't been a lot of selling here, either," Mr. Silverman said.

At 4 p.m., Medtronic was up 32 cents, or 0.6%, to $49.99 in New York Stock Exchange composite trading.

Write to Nicolas Brulliard at nicolas.brulliard@djn.com

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Stericycle (SRCL) Chairman Schuler Buys More Stock

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July 10, 2008 4:47 PM EDT

Stericycle Inc. (Nasdaq: SRCL) Chairman, Jack Schuler, bought 53,187 shares on 7/8 at $49.95, bringing his stake to 3,464,865 shares. (Note: Schuler disclosed a purchase of 100K shares yesterday)

In addition, Director, John Patience, bought 29,905 shares on 07/08 at $49.94, bringing his stake to 205,667 shares. (Note: Patience disclosed a purchase of 100K shares yesterday)

Stericycle, Inc., together with its subsidiaries, provides regulated medical waste management and return management services in the United States, the United Kingdom, Mexico, Canada, Ireland, Argentina, and the Puerto Rico.



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Volume: 1,476,574
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Jack W. Schuler
Born: c. 1941


Gender: Male
Race or Ethnicity: White
Occupation: Business
Party Affiliation: Republican

Nationality: United States
Executive summary: President of Abbot Laboratories, 1987-89

University: BS Mechanical Engineering, Tufts University
University: MBA, Stanford University
Administrator: Trustee, Carleton College


Crabtree Partners Partner (venture capital firm)
Abbott Laboratories President and COO (1987-89)
Abbott Laboratories (1972-87)
Member of the Board of Abbott Laboratories (1985-89)
Member of the Board of Chiron Corporation
Member of the Board of ICOS (2004-)
Member of the Board of Medtronic (1990-)
Member of the Board of Quidel
Member of the Board of Stericycle (as Chairman, 1990-)
Member of the Board of Ventana Medical Systems (1991-, as Chairman, 1995-)
Bush-Cheney '04
McCain Victory Committee


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Stericycle Chairman, Director Make Healthy Insider Buys Article
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By NICOLAS BRULLIARD
Two longtime insiders of Stericycle Inc. just made the largest purchases on record by insiders of the medical-waste management company.

Chairman Jack Schuler and director John Patience bought a combined $20 million of Stericycle shares last week, according to filings with the Securities and Exchange Commission.

Mr. Patience, whose venture-capital firm founded Stericycle in 1989, said he and Mr. Schuler bought the shares because they are "a good investment" and said that Stericycle's business is well insulated from the troubles that are roiling the markets.

"The company's core business is collecting medical waste and so irrespective of what's happening in the outside economy, people still go to hospitals and they go to the doctors' office and they have procedures and procedures generate waste and Stericycle picks it up and treats it," Mr. Patience said.

Mr. Patience said his recent transactions were prompted by a dip in share price, which he said was related to overall nervousness in the markets rather than the company itself. He said he doesn't plan to make additional stock purchases in the short term but didn't rule out such moves in the future. "The stock got down to what we thought was an unrealistically low point, so if the stock shows real weakness we could well buy again," he said.

Messrs. Schuler and Patience, both in their sixties, in 1995 founded Crabtree Partners LLC, a private-investment firm focused on health-care companies. Mr. Schuler served as president and chief operating officer of Abbott Laboratories from 1987 to 1989 and became Stericycle's chairman in 1990. He sits on the boards of Medtronic Inc., a medical-technology company, and Quidel Corp., a maker of diagnostic tests.

Messrs. Schuler and Patience were also large shareholders in Ventana Medical Systems Inc., whose sale earlier this year to Swiss drug company Roche Holding AG they resisted, arguing that the offer price was too low. They reaped about half a billion dollars from their combined stake of more than 16% when Roche completed its tender offer in February.

In his latest transactions, Mr. Schuler bought 230,637 Stericycle shares through a trust between July 7 and July 9 for an average of $50.14 each, according to SEC filings. He now owns 2.79 million shares directly and an additional 752,097 shares through a trust, a foundation and his spouse. Mr. Patience bought 169,363 company shares for about $50.08 apiece last week and now owns 245,125 directly.

Tuesday, Stericycle shares edged up 47 cents to $54.71 as of 4 p.m. Nasdaq trading.

Messrs. Schuler and Patience have both bought Stericycle shares in the past, but the recent purchases were their first at the Lake Forest, Ill., company since 2001, according to Washington Service. They are also the largest by any insiders in Stericycle's history, according to the data provider.

Stericycle's first-quarter net income rose 7.7% to $31.7 million on revenue of $254.8 million.


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