Pharma/diagnostics conglomerate Roche (Basel, Switzerland) in late June said it will seek to acquire Ventana Medical Systems (Tucson, Arizona) for $75 a share in cash, putting the deal value at about $3 billion. The offer represents a 44% premium to Ventana’s close of $51.95 on June 22 and a 55% premium to its three-month average of $48.30.

Roche in a statement said it had made “multiple efforts to engage in meaningful discussions” with Ventana executives concerning a negotiated transaction but that Ventana had “declined to enter transaction discussions.” Thus, Roche said it decided to commence a tender offer. It added that it “remains willing to discuss a negotiated transaction” between the parties as its “preferred option.”

Roche said that the acquisition of Ventana, a leader in the growing histopathology (tissue-based diagnostics) segment, will allow it to broaden its diagnostic offerings and complements its broad leadership in both in vitro diagnostics and oncology therapies. It said its entry into the tissue-based diagnostics segment is an important step in its strategy of delivering personalized healthcare solutions.

Franz Humer, CEO and chairman of Roche, said, “[W]e believe we are the best strategic partner to capitalize on Ventana’s potential. Our compelling, all-cash proposal and attractive premium recognize both the value created by Ventana to date and its future prospects. We hope that Ventana’s Board and management will commence discussions with us to effect a negotiated transaction.”

Ventana employs around 950 and had sales of $238.2 million in 2006.

Roche put the tissue-based testing market at $1 billion annually and growing at 10% annually, twice the rate of the overall in vitro diagnostics market, with growth drivers including, it said, “test automation and standardization, the increasing incidence of cancer, and the increasing number of targeted cancer drugs requiring companion diagnostics.”

Assuming the takeover is successful, Roche said it will operate Ventana within its Roche Diagnostics Division and will retain Ventana’s headquarters in Tucson.