Frustrated and seemingly exasperated in attempts to persuade officials at Ventana Medical Systems to even meet with them, Roshe, based in Basel, Switzerland, went public with a $3 billion hostile takeover effort of the Oro Valley company.

“We believe our proposal for Ventana represents a unique opportunity for both our companies and their respective stockholders,” Franz B. Humer, chairman and CEO of Roche, said in a statement. “Ventana will be an outstanding addition to the Roche Group, and we 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.”

The $75 a share offer made public June 25, represented 55 percent premium over Ventana’s three-month average share price of $48.30.

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As part of its public announcement, Roche revealed it had tried multiple times to engage Ventana in negotiations but had been rebuffed n even ignored n each time. The announcement even included a copy of a letter Humer sent June 25 to Jack Schuler, chairman of Ventana Medical.

It started out “in light of your unwillingness to agree to meet for a discussion concerning a possible business combination between Ventana and Roche, or even to take my call today, we have decided to publicly disclose the proposal, made to you last week....”

Ventana officials have had a history of being tight-lipped. They didn’t respond to messages left last week.

But a day after Roche went public, Ventana issued a statement saying its directors wanted shareholders to wait until the board makes a recommendation on the offer “within 10 business days.”

Roche said its acquisition of Ventana Medical would broaden and complement its in-vitro diagnostic and oncology therapies.

Ventana Medical was founded in 1985 by Dr. Thomas M. Grogan, a pathologist at the University of Arizona seeking to improve the practice of medicine through automation. In 1991, Ventana Medical launched its first instrument reagent system, followed by several further product launches before a successful initial public stock offering was made in 1996. The company’s shares are traded on the NASDAQ under the symbol VMSI.

Roche said it intends to continue operating Ventana Medical as a dedicated business within the Roche Diagnostics Division, retaining its headquarters here.

According to Roche’s announcement, Ventana Medical has about 950 employees. Contacted earlier this year for Inside Tucson Business’s Book of Lists, the company would only say it has more than 600 employees.

Roche also said Ventana Medical had $238.2 million in sales last year and that the $1 billion a year tissue-based testing market is growing at a pace of 10 percent a year, twice the rate of the overall in-vitro diagnostics market.

David Hatfield

Inside Tucson Business

Contact David Hatfield by e-mail at dhatfield@azbiz.com or call (520) 295-4237.

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