Diagnostics & Imaging Week
And D&IWs

Diagnostic powerhouse Roche (Basel, Switzerland) said it has been granted a preliminary injunction from an Arizona district court enjoining Ventana Medical Systems (Tucson, Arizona) from enforcing certain anti-takeover provisions related to Roche’s hostile takeover bid via a $75-a-share offer.

Roche also extended its offer to buy Ventana to Sept. 20.

Roche has had trouble generating interest in its tender offer, no doubt because of its refusal to raise its offering price. As of the close of business Aug. 21, about 13,430 shares had been tendered. Ventana says it has about 34 million shares outstanding.

Roche extended the tender offer once before. The hostile takeover bid, valued at about $3 billion, was first disclosed publicly at the end of June, after months of fruitless private advances.

Ventana has repeatedly rejected the bid, calling it “inadequate in multiple respects,” and the method used in its offer “high handed.” CEO Christopher Gleeson has told Ventana investors they should not cash out their shares at the offer price.

In the meantime, a Ventana shareholder has filed suit seeking to push the company toward a sale. The lawsuit says that Ventana’s board is failing in its fiduciary duty by refusing “to even consider or entertain Roche’s overtures,” and he wants the company to pursue an “open auction.” A spokesperson for Ventana said that the suit “obviously has no merit.”

When extending the offer period to Ventana shareholders, Roche maintained its veneer of inflexibility, saying that all other terms and conditions of the offer — including price — remain unchanged.

Roche’s decision to again extend its unsolicited tender offer to buy all outstanding shares of Ventana for $75 a share has not swayed the Arizona company’s position.

“We remain steadfast in our position that Roche’s offer is wholly inadequate and our board of directors continues to recommend that stockholders not tender any of their shares to Roche,” Ventana said in a statement. “Roche’s offer remains significantly below our current stock price, even with the recent tumultuous market conditions, proving that the market agrees that the offer fails to reflect the inherent value of the company, its steady growth momentum, and the magnitude of the synergies that would be unlocked in a combination with Roche.”

Roche says that its rationale for buying Ventana is its strategy to acquire mid-size and small companies whose diagnostic products enabling it to target drugs to individual patients and bring drugs earlier to the market.

Ventana says that it can produce more value as a stand-alone, given its cutting-edge technology and global reach.

In other dealmaking activity:

• Medtronic (Minneapolis) and Bayer Diabetes Care (Tarrytown, New York), a division of Bayer Healthcare (Leverkusen, Germany), reported an alliance to distribute and co-market a new blood glucose meter for Medtronic patients outside the U.S. beginning in Canada and Europe.

Financial terms of the agreement were not disclosed. Financial terms of the agreement were not disclosed.

The new meter, based on Bayer’s Contour meter platform, will wirelessly transmit blood glucose test results directly to MiniMed Paradigm insulin pumps and Guardian REAL-Time continuous glucose monitoring (CGM) systems, the companies said. Wireless communications make data entry easier and more convenient for patients.

Bayer Diabetes Care will acquire exclusive rights to Medtronic’s wireless communications protocol in certain markets outside the U.S. The new meter will initially be introduced in Canada and Germany, followed by a phase I rollout in Europe and in other countries as agreed upon by the companies.

Medtronic markets the MiniMed Paradigm REAL-Time Insulin Pump and Continuous Glucose Monitoring System.

Medtronic also reported an exclusive U.S. agreement with LifeScan (Milpitas, California), a business of Johnson & Johnson (New Brunswick, New Jersey), to distribute and co-market new blood glucose meters to be developed by LifeScan for Medtronic patients.

The new meters will be built using the OneTouch platform to wirelessly transmit blood glucose test results to MiniMed Paradigm insulin pumps and the Guardian REAL-Time CGM system. The initial meter offering will be available in the U.S. early next calendar year, with planned meter enhancements to be introduced later, the company said.

Data transmitted from the new LifeScan meter can be viewed via Medtronic’s CareLink Therapy Management Software for Diabetes, the only software that integrates meter, logbook, insulin pump and continuous glucose monitoring information to help patients and physicians more easily assess and manage diabetes, according to Medtronic.

LifeScan’s new meter will replace the Paradigm Link blood glucose monitor, being discontinued by Becton Dickinson (Franklin Lakes, New Jersey). Medtronic says it will continue to include the Paradigm Link monitor with its insulin pumps, and make test strips available to current users, until commercial introduction of the new meter next year. The company said it anticipates no interruption in service during the transition.