A Diagnostics & Imaging Week

Roche (Basel, Switzerland) has reported that its wholly-owned subsidiary Rocket Acquisition has accepted for payment all shares validly tendered pursuant to its tender offer for all outstanding shares of 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As of the Feb. 7 expiration of the tender offer, about 25,491,221 shares of Ventana common stock were tendered and not withdrawn, about 70.5% of Ventana’s outstanding shares.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 the 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, chairman and CEO 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 paid in the tender offer.

Roche said that the acquisition of Ventana, a developer of tissue-based cancer diagnostics, will broaden its diagnostic offerings in both in vitro systems and oncology therapies.

Ventana has 800 employees and notched sales of $238.2 million in 2006.

Greenhill & Co. and Citi are acting as financial advisors to Roche; Davis Polk & Wardwell is acting as legal counsel.

In other dealmaking activity:

• BG Medicine (Waltham, Massachusetts) and ACS Biomarker (Maastricht, the Netherlands) reported that they have entered into 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.

Atherothrombosis occurs when vascular plaque ruptures leading to thrombosis, or clotting, in the affected artery, which in turn can progress to life-threatening conditions such as heart attacks and stroke. The underlying condition is usually asymptomatic until the presentation of a serious or life-threatening event, resulting from the rupture.

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), often considered warning-strokes which produce stroke-like symptoms, and unstable angina. A TIA is followed by a stroke in 10% of patients within 90 days after the TIA. The test may also provide reliable data in the early hours following a heart attack when current tests are not reliable.

ACS, a company that was formed with technology exclusively licensed from the University of Maastricht and other parties, was founded to develop and commercialize cardiovascular biomarkers discovered at CARIM.

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.

BG is a life sciences company focused on the development of molecular diagnostics based on biomarkers.