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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
TO
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(RULE
14d-100)
Tender
Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of
the
Securities Exchange Act of 1934
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VENTANA
MEDICAL SYSTEMS, INC.
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(Name
of Subject Company)
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ROCKET
ACQUISITION CORPORATION
ROCHE
HOLDING LTD
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(Names
of Filing Persons – Offeror)
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COMMON
STOCK, PAR VALUE $0.001 PER SHARE
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(Title
of Class of Securities)
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92276H106
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(Cusip
Number of Class of Securities)
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Beat
Kraehenmann
Roche
Holding Ltd
Grenzacherstrasse
124
CH-4070
Basel
Switzerland
Telephone:
+41-61-688-1111
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(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and
Communications on Behalf of Filing Persons)
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Copies
to:
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Christopher
Mayer
Davis
Polk & Wardwell
450
Lexington Avenue
New
York, New York 10017
Telephone:
(212) 450-4000
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Check
the appropriate boxes below to designate any transactions to which
the
statement relates:
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Dr.
Severin Schwan
CEO
Division Roche Diagnostics
Member
of the Executive Committee
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25
June 2007
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Dear
Colleagues
We
want to
share some exciting news with you. Today we announced that Roche has made a
proposal to acquire Ventana, the worldwide leader in tissue-based diagnostics.
This transaction enhances our position in diagnostics and reinforces Roche’s
commitment to this key part of our business. It also demonstrates the importance
of personalized healthcare to Roche’s strategy and further strengthens the link
between pharmaceuticals and diagnostics. Attached is the
press release we issued today, which provides additional details on our
offer.
Ventana
will provide us with an entry point to the fast-growing histopathology
(tissue-based diagnostics) segment, broadening our diagnostic offerings and
complementing our strong existing positions in in vitro diagnostic
systems. Our combined company will be uniquely positioned to develop companion
diagnostics that enable the identification of patient responses to treatments,
thereby offering more cost-efficient, differentiated and targeted medicines
to
patients.
I
am
excited about the opportunities that the acquisition will create for both Roche
and Ventana. We are highly impressed with Ventana’s scientific and commercial
accomplishments and their world-class management and employees will be an
excellent complement to our industry leading team. Ventana will operate as
a
separate business unit focusing on the tissue-based testing within Roche
Diagnostics. We plan to retain Ventana’s headquarters and operations in Arizona,
where the company is currently based.
This
announcement follows several attempts to engage in discussions with Ventana’s
Chairman and Board concerning a negotiated transaction. Unfortunately, these
efforts were unsuccessful, and as a result we are bringing our offer directly
to
Ventana’s shareholders.
Our
offer
for Ventana remains subject to a number of customary conditions, including
that
a majority of Ventana’s shares are tendered into Roche’s offer; therefore, it
will not be completed for some time. However, we do not expect any significant
hurdles to completing the acquisition and we are committed to moving forward
as
quickly as possible.
We
will do
our best to keep you updated as the process moves forward.
I
appreciate and thank you for your continued hard work and dedication and look
forward to building upon our position as the world’s leading personalized
healthcare company.
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F.
Hoffmann-La Roche Ltd.
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CH
-
4070 Basel
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Bldg
52/1611
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Tel.
+41 61 687 31 88
Fax:
+41 61 691 9757
eMail:
severin.schwan@roche.com
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With
best
regards,
Severin
Schwan
DISCLAIMER:
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
THIS
DOCUMENT CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING
STATEMENTS MAY BE IDENTIFIED BY WORDS SUCH AS ‘BELIEVES’, ‘EXPECTS’,
‘ANTICIPATES’, ‘PROJECTS’, ‘INTENDS’, ‘SHOULD’, ‘SEEKS’, ‘ESTIMATES’, ‘FUTURE’
OR SIMILAR EXPRESSIONS OR BY DISCUSSION OF, AMONG OTHER THINGS, STRATEGY, GOALS,
PLANS OR INTENTIONS. VARIOUS FACTORS MAY CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY IN THE FUTURE FROM THOSE REFLECTED IN FORWARD-LOOKING STATEMENTS
CONTAINED IN THIS DOCUMENT, AMONG OTHERS: (1) PRICING AND PRODUCT INITIATIVES
OF
COMPETITORS; (2) LEGISLATIVE AND REGULATORY DEVELOPMENTS AND ECONOMIC
CONDITIONS; (3) DELAY OR INABILITY IN OBTAINING REGULATORY APPROVALS OR BRINGING
PRODUCTS TO MARKET; (4) FLUCTUATIONS IN CURRENCY EXCHANGE RATES AND GENERAL
FINANCIAL MARKET CONDITIONS; (5) UNCERTAINTIES IN THE DISCOVERY, DEVELOPMENT
OR
MARKETING OF NEW PRODUCTS OR NEW USES OF EXISTING PRODUCTS, INCLUDING WITHOUT
LIMITATION NEGATIVE RESULTS OF CLINICAL TRIALS OR RESEARCH PROJECTS, UNEXPECTED
SIDE-EFFECTS OF PIPELINE OR MARKETED PRODUCTS; (6) INCREASED GOVERNMENT PRICING
PRESSURES; (7) INTERRUPTIONS IN PRODUCTION; (8) LOSS OF OR INABILITY TO OBTAIN
ADEQUATE PROTECTION FOR INTELLECTUAL PROPERTY RIGHTS; (9) LITIGATION; (10)
LOSS
OF KEY EXECUTIVES OR OTHER EMPLOYEES; AND (11) ADVERSE PUBLICITY AND NEWS
COVERAGE. THE STATEMENT REGARDING EARNINGS PER SHARE GROWTH IS NOT A PROFIT
FORECAST AND SHOULD NOT BE INTERPRETED TO MEAN THAT ROCHE’S EARNINGS OR EARNINGS
PER SHARE FOR ANY CURRENT OR FUTURE PERIOD WILL NECESSARILY MATCH OR EXCEED
THE
HISTORICAL PUBLISHED EARNINGS OR EARNINGS PER SHARE OF ROCHE.
ADDITIONAL
INFORMATION AND WHERE TO FIND IT
THE
TENDER
OFFER DESCRIBED IN THIS LETTER HAS NOT YET COMMENCED, AND THIS LETTER IS NEITHER
AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL VENTANA COMMON
STOCK. THE SOLICITATION AND OFFER TO BUY VENTANA’S COMMON STOCK WILL ONLY BE
MADE PURSUANT TO AN OFFER TO PURCHASE AND RELATED MATERIALS THAT ROCHE INTENDS
TO FILE PROMPTLY. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE
MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE SINCE THEY WILL CONTAIN IMPORTANT
INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. THE OFFER TO
PURCHASE AND RELATED MATERIALS WILL BE FILED BY ROCHE WITH THE SECURITIES AND
EXCHANGE COMMISSION (SEC), AND INVESTORS AND SECURITY HOLDERS MAY OBTAIN A
FREE
COPY OF THESE MATERIALS (WHEN AVAILABLE) AND OTHER DOCUMENTS FILED BY ROCHE
WITH
THE SEC AT THE WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV. THE OFFER TO
PURCHASE AND RELATED MATERIALS MAY ALSO BE OBTAINED (WHEN AVAILABLE) FOR FREE
BY
CONTACTING THE INFORMATION AGENT FOR THE TENDER OFFER, MACKENZIE PARTNERS AT
+ 1
212 929-5500 OR +1 800 322-2885 (TOLL-FREE).