A Medical Device Daily Staff Report

Ventana Medical Systems (Tucson, Arizona), the U.S. maker of cancer tests trying to block a $3 billion hostile takeover bid by Roche Holding (Basel, Switzerland), is being sued by a shareholder seeking a court order that Ventana be sold. The lawsuit, filed today in Delaware Chancery Court in Wilmington, comes a day after a Phoenix federal judge ruled that Ventana can’t use an Arizona anti-takeover law to block the acquisition bid by Roche.Ventana board members “must, as their fiduciary duties require, act to maximize value for the stockholders,” according to the complaint. Ventana’ board has refused “to even consider or entertain Roche’s overtures” and should consider “an open auction,” the plaintiffs said.

“The suit obviously has no merit,” Jonathan Doorley, a Ventana spokesperson, told The Arizona Republic. “The fact that our shares have traded significantly above Roche’s lowball offer strongly suggests that the market agrees with our board’s decision to reject it.” Roche issued a statement Aug. 21 saying that it began a $75 per-share tender offer for Ventana on June 27 and has gathered 13,430 of the company’s 34 million shares so far.Roche has said it is extending its offer to buy Ventana until Sept. 20.

In other legalities:

• Smith & Nephew Endoscopy (Andover, Massachusdtts), a subsidiary of Smith & Nephew (S&N; London) reported that it has filed a patent infringement lawsuit in US District Court for the Eastern District of Texas against privately-held Arthrex (Naples, Florida).

S&N Endoscopy claims that Arthrex’s Retrobutton infringes two U.S. patents held by the company, those patents covering its ENDOBUTTON fixation device and similar devices and methods for attaching tissue grafts to bone during arthroscopic surgery in the knee.

Today’s MDD food for med-tech thought

An 81% rate of resolution that was “much higher” in 2006 than in the previous two or three years.

— A figure taken from the recent CDRH ombudsman report. “No increase in calls, complaints ombudsman’s report indicates,” p. 1, 5.