Roche 'takes off its gloves' in fight to acquire Ventana

By Dr Matt Wilkinson

- Last updated on GMT

Related tags: Pharmacology

Pharma giant Roche has gone public in its fight to acquire
tissue-analysis instrument and reagent expert Ventana Medical
Systems for $3bn (€2.2bn).

Roche appears desperate to buy Ventana, a leader in the fast growing histopathology market, to aid its push to deliver personalised oncology products to patients. The acquisition could enable Roche to push the use of diagnostic tissue tests that will predict a patient's response to its anticancer therapies and it will be hoping offering both in its cancer portfolio will give it a competitive edge in the oncology market. In a surprisingly frank and combative letter Roche CEO Frank Huber said Ventana's board had declined to "engage in meaningful discussion"​ forcing then to go public with the cash tender offer. "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 at a price of $75 per share in cash,"​ he said.​ The move comes after an acquisitive period for the Swiss firm in both its diagnostics and pharma divisions. Just last week Roche announced plans to acquire microarray expert NimbleGen​, which followed in the wake of the acquisition of gene sequencing company 454 Life Sciences. Even though Roche's drug pipeline is perceived as being strong compared to many of its competitors it has not been content to rest on its laurels and announced plans yesterday to license a Phase I arthritis drug​ for $370m from Toyama Chemical. Other recent deals include the acquisitions of antibody specialist THP​ and vaccine technology expert BioVeris. "The deal is in line with Roche's diagnostics strategy and will boost its oncology diagnostics presence substantially,"​ Landsbanki Kepler analyst Denise Anderson told "Although the full benefit of integrated diagnostics and pharmaceuticals is probably still years away, this deal brings Roche closer to that goal." ​ Ventana recorded a net income of $31.6m from total sales of $238m in 2006 from its product line that includes diagnostic analysis instruments and reagent systems for use in histology and cytology laboratories in both clinical and drug discovery capacities. According to Ventana's website, their automated instrumentation and reagent systems are used by leading pharmaceutical and biotechnology companies to speed the discovery of new drug targets. In addition, Ventana's PharmaServices division collaborates with pharmaceutical and biotechnology companies to develop and commercialise diagnostic tests that predict patient response to new targeted therapies. Roche believes the $1bn tissue-based testing market is currently growing at 10 per cent per year, with primary drivers being the increased incidence of cancer and the increasing number of cancer drugs requiring companion diagnostics. The $3bn offer equates to $75 a share, a 44 per cent premium over its $52.95 close in June 22, 2007. "We believe our proposal for Ventana represents a unique opportunity for both our companies and their respective stockholders,"​ said Franz Humer, CEO of Roche. "Our compelling, all cash proposal and attractive premium recognise both the value created by Ventana to date and its future prospects. We hope that Ventana's board and management will commence discussions with us to effect a negotiated transaction." ​ Roche was quick to assuage any concerns about a potential dismantling of Ventana and impacts on staffing at the company. In a letter to Ventana's employees, available on Roche's website​, Severin Schwan, CEO of Roche Diagnostics, writes: "Roche intends to operate Ventana as a stand-alone business unit… [and] will retain Ventana's headquarters and operations in Tucson, Arizona."

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