Roche Wins Anti-takeover Law Challenge

Medical-testing device maker Ventana, fighting a $2.77-billion offer from the Swiss pharmaceutical firm, can't have protection of Arizona act.
Roy HarrisAugust 22, 2007

A U.S. District Court judge in Phoenix has issued a preliminary injunction barring Ventana Medical Systems Inc. from using Arizona’s anti-takeover law to challenge the $2.77-billion buyout bid from Roche Holding AG.

Roche, a Switzerland-based pharmaceutical company, had asked that the Arizona Anti-takeover Act be declared unconstitutional, according to the Associated Press. Roche said that the 20-year-old law unfairly restricts voting rights of outsiders who buy at least a 20-percent stake in a company. If applied, the law’s provisions would keep Roche from exercising its authority over Tucson-based Ventana for three years, even if it bought a controlling holding in the company.

On June 22, Roche offered to pay $75 a share for all Ventana’s outstanding stock, a 45-percent premium. Ventana’s board called the offer inadequate and urged rejection, with CEO Christopher Gleeson telling investors that they should not cash out their shares at the offer price, according to AP.

As of the close of business Tuesday, the news service said, only about 13,430 shares of Ventana’s roughly 34 million outstanding had been tendered.

Roche announced on Tuesday that it was extending its offer for Ventana, a maker of medical testing devices, through Sept. 20.