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Roche Announces Expiration of HSR Waiting Period for Ventana Offer


Roche (SWX: ROG.VX; RO.S), a world-leading healthcare provider of pharmaceuticals and diagnostics, today announced that the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, as amended, applicable to Roche’s tender offer for all outstanding shares of common stock of Ventana Medical Systems (NASDAQ: VMSI) has expired.

On June 27, 2007, Roche commenced a tender offer to purchase all outstanding shares of Ventana for $75 per share in cash. The expiration of the HSR waiting period satisfies one of the conditions to the tender offer. The offer is also 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, and other customary conditions.
Greenhill & Co. and Citi are acting as financial advisors to Roche and Davis Polk & Wardwell is acting as legal counsel.


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