Ventana gives in to Roche merger following increased offer
seems an increased offer from Roche has finally persuaded the
powers that be at Ventana to sell up.
Roche has agreed to pay $89.50 (€61.9) per share for the companion diagnostics specialist. That amounts to around $3.4bn for the whole company and is a staggering 72.3 per cent higher than Ventana's share price when Roche made its initial offer. Why Roche are so keen on Ventana can be explained easily enough. Ventana supplies diagnostic kits that predict patient response to existing Roche anticancer drugs and as the field of personalised medicine grows, these companion diagnostics will become much more commonplace. Last year, Ventana's PATHWAY HER-2/neu (4B5) diagnostic kit for the assessment of breast cancer patients was approved by the US Food and Drug Administration (FDA). Roche also has a keen interest in HER-2 positive patients as its blockbuster drug Herceptin (trastuzumab) is also designed for this patient population. The drug was developed in collaboration with Genentech. Roche's initial approach back in June 2007 priced Ventana at $75 per share and even though that was significantly higher than the firm's share price at the time, stock quickly rose well above the offer price. That led the Ventana board to dismiss the offer as "grossly inadequate" saying it didn't even "come close" to the valuation the firm was looking for. Ventana even issued a statement that said it had "serious concern that, to some significant extent, your interest in our company may be based upon confidential information shared with you or your affiliates". Roche hardly calmed the waters when its CEO Franz Humer 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. As the war of words heated up, industry analysts were left undecided as to whether the two companies could bring the saga to an end. Landsbanki Kepler analyst Denise Anderson believes that if Ventana provides information to support a higher valuation Roche would be willing to consider negotiations. In an earlier interview with LabTechnologist.com, she added that Ventana would be a nice addition to Roche's portfolio, but not at any price. "The hostile communication tone leaves questions about clear next steps especially keeping in mind the 'poison pill' and the fact that no other bidders have come forward," she added. All this time Roche has steadfastly refused to increase its initial offer leading Ventana to "reluctantly" open its books in the hope that the pharma giant would "better understand the company's business prospects and the inherent value in companion diagnostics". Now finally, Roche has relented and upped its offer and suddenly the rhetoric from both parties is much friendlier. Ventana CEO Christopher Gleeson even went as far as to say he was "very excited" to be joining Roche. Gleeson will continue as CEO of Ventana's business following completion of the transaction and become a member of the Roche Diagnostics Executive Committee. Ventana will remain based in Tucson, Arizona and its employees will become part of the combined company. "Ventana's Board of Directors has been dedicated to ensuring that any strategic value creation opportunities with Roche or other third parties would adequately reflect the inherent value of the company, its steady growth momentum, and the magnitude of potential synergies in a combination," he said, before describing the offer as "in the best interests of our shareholders".
