A Medical Device Daily

Roche (Basel, Switzerland) said 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As of the Feb. 7 expiration of the tender offer, about 25,491,221 shares of Ventana common stock were tendered and not withdrawn, about 70.5% of Ventana’s outstanding shares.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 (Medical Device Daily, Jan. 23, 2008).

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.

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 news:

• Home health nursing company Amedisys (Baton Rouge, Louisiana) reported entering into a definitive stock purchase agreement to acquire the holding company that operates Family Home Health Care and Comprehensive Home Healthcare Services (both Lexington, Kentucky), which together operate 21 home health locations in Kentucky and three locations in Tennessee, generating about $39 million in revenue for the 12-month period ended Nov. 30, 2007.

The transaction is subject to customary conditions and is expected to close in the 1Q08. The purchase price is $43 million, plus working capital adjustments, to be funded with $36 million in cash and a $7 million note payable over two years. The acquisition is not expected to add materially to earnings in 2008.

• Odyssey HealthCare (Dallas) reaffirmed its commitment to complete its cash tender offer to purchase all of the outstanding shares of Class A common stock of VistaCare (Scottsdale, Arizona) for $8.60 a share (totaling about $147.1 million). The tender offer is set to expire at midnight, EST,Feb. 27.

First disclosed last month (MDD, Jan. 17, 2008), the purchase will be a two-step deal: a cash tender offer for all outstanding shares of VistaCare common stock, then a cash merger in which Odyssey would acquire any remaining shares of VistaCare common stock.

Odyssey says it is one of the largest providers of hospice care in the country in terms of average daily census and number of locations.

• Emeritus (Seattle), a provider of assisted living and related services to senior citizens, has agreed to acquire 23 communities leased by the company, for $305 million, excluding transaction costs.

The 23 communities comprise 1,672 units throughout the U.S., offering assisted living and memory care services to seniors.