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Roche Confirms Commencement of Due Diligence with Ventana


Roche (SWX: ROG.VX; RO.S) confirmed today that it has entered into a confidentiality agreement with Ventana Medical Systems, Inc. (NASDAQ: VMSI) and that it will commence due diligence. Roche cautioned that there can be no assurance that an agreement with respect to the acquisition of Ventana will be reached.

On June 27, 2007, Roche commenced a tender offer to acquire all of the outstanding common shares of Ventana for $75.00 per share in cash. This price represents a 44% premium to Ventana’s close of $51.95 on June 22, 2007 (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. The tender offer will expire at 5:00 p.m., New York City time on Thursday, January 17, 2008, unless further extended.

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


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