A Medical Device Daily

Qiagen (Venlo, the Netherlands) reported that it has successfully completed its exchange offer for all outstanding shares of common stock of Digene in its $1.6 billion acquisition of that company.

The exchange offer expired at 11:59 p.m. EST on July 20. At the time the exchange offer closed, 23,270,298 shares, representing about 94.6%, of Digene’s outstanding common stock, had been tendered.

Digene stockholders elected to receive Qiagen ordinary shares in exchange for about 90% of the Digene shares tendered, and therefore proration of Digene common stock elections will be required. Qiagen will disclose the proration calculations when completed on or before Aug. 2.

Qiagen, one of the world’s largest providers of molecular diagnostics products reported that it was acquiring Diegne, whose flagship product is a test for the detection of human papillomavirus (HPV), back in June after a decade long collaboration between the two companies (Medical Device Daily, June 5, 2007).

Roche (Basel, Switzerland), a provider of pharmaceuticals and diagnostics, reported that it has extended its hostile bid to acquire all of the outstanding common shares of Ventana Medical Systems (Tucson, Arizona), a developer of tissue-based cancer diagnostics for $3 billion in cash, even though that company’s board rejected the offer, calling it “inadequate.”

Roche extended the tender offer to 5:00 p.m., EST, on Aug. 23. The offer was previously scheduled to expire at midnight, EST, on July 26.

As of the close of business on July 25, Roche said that only about 9,936 shares have been tendered pursuant to the offer.

In response to Roche’s tender extension, Ventana issued a statement saying that “situation has not changed – our board of directors continues to believe that Roche’s bid is wholly inadequate and recommends that stockholders not tender any of their shares to Roche. Not only is the offer significantly below our current market price, it does not even come close to reflecting the intrinsic value of the company, its strong growth prospects in an accelerating market, and the synergy value of Ventana to Roche.”

Roche, which initiated its tender offer in June (MDD, June 27, 2007), said its $75 per share cash price represented a 44% premium to Ventana’s close of $51.95 on June 22 (the last trading day prior to the announcement of Roche’s offer) and a 55% premium to its three-month average as of the same date of $48.30.

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

In other dealmaking news:

• There were rumblings from Bausch & Lomb’s (B&L; Rochester, New York) shareholders after the company filed a letter with the Securities and Exchange Commission on Tuesday, telling Advanced Medical Optics (AMO; Santa Ana, California) that without revisions, its bid would probably be rejected in favor of Warburg Pincus’s $65 per share offer.

Healthcor Management sent a letter to B&L’s special committee on Friday expressing its concern over the company’s reluctance to deem AMO’s $75 offer superior to the $65 offer from Warburg Pincus, which would take the company private.

Healthcor said that it believes that the Special Committee is not acting in the best interests of B&L shareholders and notes that the $65 offer from Warburg Pincus values Bausch significantly below its direct ophthalmology peers.

“While we recognize that the AMO offer will be more time consuming and potentially more difficult to consummate, we believe it is the right one to accept. It is our intention to vote against the transaction currently negotiated with Warburg Pincus,” Healthcor said.

Another significant shareholder, Sandell Asset Management warned it would vote against Warburg Pincus’ $3.67 billion takeover bid for B&L and said the eye-care company’s concerns about a rival $4.23 billion offer from AMO could be resolved.

Sandell said AMO’s $75-per-share cash-and-stock offer is superior to the $65-per-share cash offer by Warburg Pincus.

The investment fund said the company was unnecessarily dismissing the AMO proposal in favor of a transaction that significantly undervalued the company.

As of March 31, Sandell owned about 700,000 Bausch & Lomb shares, or a 1.28% stake.

Some of AMO’s shareholders are not thrilled with the offer either believing it is overvalued. Its shareholder, ValueAct Capital, previously said it opposed the company’s bid for B&L. That threw the viability of the bid into doubt since the offer must be approved by 50% of AMO’s shareholders and two-thirds B&L’s investors.

Shares of B&L have traded above the Warburg Pincus offer price of $65 since that deal was disclosed on May 16, indicating shareholders expect a higher bid to emerge (MDD, May 17, 2007).

• Montecito Medical Investment Co. (MMIC) and ING Clarion Partners reported the acquisition of Conroe Medical Center (Conroe, Texas), a 68,832 square foot medical office building.

The Class A building is adjacent to the Conroe Region Medical Center Hospital, a comprehensive regional specialty referral center providing higher levels of care to the Conroe area.

Conroe Medical Center is 100% leased and houses a blend of physicians, surgery centers and other general and specialty medical services.

This is Montecito’s 24th acquisition in the last 15 months. Together, Montecito and ING Clarion said they plan to accumulate 5 million square feet of medical properties over the next eleven months.