A Diagnostics & Imaging Week

Roche (Basel, Switzerland) said that its wholly-owned subsidiary Rocket Acquisition has accepted for payment all shares tendered pursuant to its tender offer for all outstanding common stock of Ventana Medical Systems (Tucson, Arizona) at $89.50 a share in cash.

As of the Feb. 7 expiration of the tender offer, about 25,491,221 shares of Ventana common stock were tendered and not withdrawn, about 70.5% of Ventana’s outstanding shares.

This gives Roche enough shares to complete the $3.4 billion deal for Ventana, a maker of drug testing equipment, without approval of its remaining shareholders, the company said.

When the deal was disclosed last month, a report on the Forbes.com web site indicated that though Ventana’s board had approved the deal, this came over the objections of Chairman Jack Schuler and Vice Chairman John Patience. Neither had agreed to sell their shares to Roche at the time, representing about 12% of the total shares of Ventana.

Larry Feinberg, manager of the Oracle Partners hedge fund, which owns another 8% of Ventana’s stock, said at the time that he thought Roche’s offer was too low, saying he didn’t want to sell his shares of Ventana for under $100.

Franz Humer, CEO/chairman of Roche, said: “We are pleased that we have successfully completed this step in the transaction and look forward to welcoming Ventana to the Roche Group.”

Roche also reported that Rocket Acquisition is providing a subsequent offering period to permit shareholders who have not yet tendered their shares the opportunity to do so. This offering period will expire on Feb. 15. The company said all shares tendered during the subsequent offering period will be purchased for the same per-share cash consideration as paid in the tender offer.

After expiration of the subsequent offering period, Roche said it will complete the acquisition through a merger in which all shares of Ventana not owned by Roche and its subsidiaries will be converted into the right to receive the same per-share cash consideration as in the tender offer.

In other dealmaking activity:

• BG Medicine (Waltham, Massachusetts) and ACS Biomarker (Maastricht, the Netherlands) reported an agreement in which BG obtained rights to develop and commercialize a novel clinical diagnostic test for acute atherothrombosis based on a biomarker discovered by the Cardiovascular Research Institute Maastricht (CARIM).

ACS has granted BG exclusive, worldwide commercial rights to pursue the development, validation regulatory approval of diagnostic tests based on the biomarker discovered by CARIM, in exchange for milestone payments, royalties based on net sales and sublicensing income of any products commercialized under the license.

The test that BG expects to develop aims to use the biomarker discovered by CARIM to identify plaque rupture in patients early, for instance, when the blockage is temporary or not complete and has not yet caused the common signs and symptoms of heart attack or stroke.

The test aims to aid in the diagnosis of less severe or transient conditions such as transient ischemic attacks (TIAs). A TIA is followed by a stroke in 10% of patients within 90 days after the TIA.

In May 2007, BG acquired the exclusive rights to develop and commercialize diagnostic tests for congestive heart failure based on certain, other biomarkers that it licensed from ACS.

• Molecular diagnostics company Vermillion (Fremont, California) reported the renewal of a long-standing collaboration with Johns Hopkins University (Baltimore) related to the development of novel biomarkers that can be applied toward disease detection, classification and monitoring of prevalent cancers, including ovarian, breast and prostate. Vermillion will have access to exclusive commercial rights to the discoveries made through the partnership.

Vermillion will provide financial support, technical assistance and access to its technology platforms, while Johns Hopkins will contribute cancer serum samples and the clinical and scientific expertise of its physicians and scientists.

• Schering-Plough (Kenilworth, New Jersey) and OraSure (Bethlehem, Pennsylvania) have agreed to collaborate on the development and promotion of a rapid oral hepatitis C virus (HCV) test using OraSure’s OraQuick technology platform outside the U.S.

The new agreement expands the existing collaboration reported in January 2007 when the companies agreed to develop and promote a rapid oral HCV test in the U.S. physicians’ office markets.

Schering-Plough will reimburse OraSure for certain development costs and will provide payments to OraSure based on the achievement of certain regulatory and commercial milestones in international markets. Schering-Plough will also provide promotional support for the product in international markets. OraSure will make all sales of the HCV test, and OraSure will retain the rights to market and sell the test in all markets throughout the world. During the collaboration period, the test may, at Schering-Plough’s option, be labeled and promoted under both Schering-Plough and OraSure trademarks.