Ventana reluctantly opens up to Roche in a bid to boost offer

By Dr Matt Wilkinson

- Last updated on GMT

Related tags: Breast cancer

In the latest twist in Roche's fight to acquire diagnostics expert
Ventana, the companies have signed a confidentiality agreement that
will enable the pharma giant access to Ventana's books.

In June​, Roche instigated a hostile take-over bid for diagnostics manufacturer Ventana as a means to strengthen its ability to offer companion diagnostics that will help predict patient response to its therapeutics. Just a fortnight ago, Ventana rejected the fourth extension of Roche's $75 (€51) a share bid that values the company at over $3bn, but the new agreement that will give Roche access to its non-public information and allow it to begin the due diligence process. However, Ventana is still not happy about the $75 per share bid, claiming it is "grossly inadequate and not an appropriate starting point for negotiations"​ and hopes that access to its books will enable Roche to "better understand the company's business prospects and the inherent value in companion diagnostics". ​ Ventana generated net income of $31.6m from revenues of $238m in 2006 and while shareholders have yet to give in to the bid, Roche has stood by its $75 per share offer. Furthermore, Ventana stressed that prior to the execution of the confidentiality agreement it had not commenced any negotiations with the pharma giant. Roche clearly feels that by acquiring Ventana's histopathology expertise it will gain an edge over its competitors in the oncology market and that the diagnostic tools it produces will aid both the approval process and make it more likely that patients will be prescribed the drug if a positive test is observed. Indeed, the approval of Roche/Genentech's blockbuster anticancer drug Herceptin (trastuzumab), was initially only approved for those patients suffering from metastatic breast cancers that could be shown to overexpress the HER2 receptor using such diagnostic tests. The bid was first made public in a surprisingly frank and combative open letter from Roche's CEO Frank Huber in which he said that Ventana's board had declined to "engage in meaningful discussion"​ which had forced the pharma giant to public with its cash tender offer. Ventana then responded​ to Roche's aggressive letter in kind, with Ventana's chairman, Jack Schuler, writing: "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."​ The $75 per share offer marks a 55 per cent premium over the company's closing value of $51.95 per share on June 22, 2007. Since then the duration of the offer has been extended four times, currently to January 17, 2008, but with shares now trading in excess of $84 investors seem as likely as ever to resist the urge to sell.

Related topics: Preclinical Research, Roche

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