A Medical Device Daily
Roche (Basel, Switzerland) reported it has initiated a cash tender offer for all outstanding shares of common stock of Ventana Medical Systems (Tucson, Arizona) to further its previously reported proposal to acquire Ventana.
The complete terms, conditions and other details of the Roche offer were filed Wednesday with the Securities and Exchange Commission.
Earlier this week, the diagnostics powerhouse took its $75-a-share all-cash offer directly to Ventana’s stockholders (Medical Device Daily, June 27, 2007).
The bid is valued at about $3 billion and would represent a 44% premium to Ventana’s close of $51.95 on June 22 (the last trading day before Roche submitted its proposal in writing to Ventana) and a 55% premium to its three-month average of $48.30.
The offer and withdrawal rights are scheduled to expire at midnight, EST on July 26, unless the offer is extended.
The offer will be conditioned upon, among other things, the tender of a majority of Ventana’s shares of common stock on a fully diluted basis, Ventana’s board taking all necessary actions to make its shareholder rights plan inapplicable to Roche’s offer, receipt of necessary regulatory approvals, and other customary conditions.
The Roche proposal is a fully financed, all-cash transaction, with no anticipated regulatory hurdles to completion, the company said.
Roche is a research-focused healthcare group in the field of pharmaceuticals and diagnostics.
In other deal activity:
• BioLife Solutions (Bothell, Washington), reported a 10-year supply and license agreement with Bioheart (Sunrise, Florida).
The agreement includes volume-based pricing and an intellectual property escrow provision, which grants Bioheart access under certain conditions to BioLife’s HypoThermosol storage and preservation media when used in the production and therapeutic delivery of Bioheart’s MyoCell, a clinical therapy for treating damage to the heart in patients in Class II or Class III heart failure.
The agreement includes committed purchase amounts and annual license fees payable to BioLife.
According to an August 2006 research report published by Jain PharmaBiotech, the total value of cell-based markets was $27 billion in 2005 and is expected to grow to $96 billion in 2015, as more than 300 companies are developing cell-based alternatives to medical devices and drugs to treat and potentially cure numerous acute and chronic diseases.
BioLife is a developer of hypothermic storage and cryopreservation media for cells, tissues and organs.
Bioheart specializes in cell therapy for heart failure.
• inventive Health (Somerset, New Jersey) reported it has signed an agreement to acquire Chandler Chicco Agency (CCA, New York), a privately held healthcare public relations firm.
inVentiv will acquire CCA for $65 million in cash and stock, plus earn-out payments for exceeding specified financial targets. The transaction, which is subject to receipt of Hart-Scott-Rodino approval and other customary closing conditions, is expected to close in the third quarter. The acquisition is expected to be immediately accretive to inVentiv’s earnings.