Roche’s $3.1 billion acquisition of Ventana Medical Systems isn’t going exactly as planned but the Swiss-based pharmaceutical company said it has acquired 70.5 percent of the outstanding shares as of Feb. 7, enough to close the deal.
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"We are pleased that we have successfully completed this step in the transaction and look forward to welcoming Ventana into the Roche Group," said Franz B. Humer, chairman and CEO of Roche.
To get the remaining shares, Roche extended its $89.50 per-share offer another week, to Friday (Feb. 15).
All but about 5 percent of the outstanding Ventana shares are held by three people, Jack Schuler, founder and chairman of Ventana; John Patience, vice chairman; and Larry Feinberg, owner of Oracle Partners.
According a report from Forbes, a filing last week with the Securities and Exchange Commission showed that as of the night before the merger agreement on Jan. 22, Schuler and Patience objected to the deal. Two days later they increased their collective holdings to a combined 17 percent. Feinberg, who owns 7.8 percent of the shares, had publicly said he expected Roche to raise its offer and that’s one reason he has not sold.
But in its statement issued Friday (Feb. 8), Roche insisted it will complete the acquisition of Ventana Medical because it has acquired enough shares to do so without the outstanding shares. Further, it said, any shareholder that does not tender shares this week will have those shares converted into "the right to receive the same cash consideration as was paid in the tender offer."
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