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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
SCHEDULE
TO
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(RULE
14d-100)
Tender
Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of
the
Securities Exchange Act of 1934
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VENTANA
MEDICAL SYSTEMS, INC.
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(Name
of Subject Company)
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ROCKET
ACQUISITION CORPORATION
ROCHE
HOLDING LTD
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(Names
of Filing Persons – Offeror)
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COMMON
STOCK, PAR VALUE $0.001 PER SHARE
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(Title
of Class of Securities)
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92276H106
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(Cusip
Number of Class of Securities)
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Beat
Kraehenmann
Roche
Holding Ltd
Grenzacherstrasse
124
CH-4070
Basel
Switzerland
Telephone:
+41-61-688-1111
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(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and
Communications on Behalf of Filing Persons)
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Copies
to:
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Christopher
Mayer
Davis
Polk & Wardwell
450
Lexington Avenue
New
York, New York 10017
Telephone:
(212) 450-4000
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x
Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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Check
the appropriate boxes below to designate any transactions to which
the
statement relates:
x third-party
tender offer subject to Rule 14d-1.
o issuer
tender offer subject to Rule 13e-4.
o going-private
transaction subject to Rule 13e-3.
o amendment
to Schedule 13D under Rule 13d-2.
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Check
the following box if the filing is a final amendment reporting the
results
of the tender offer. o
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Dr.
Severin Schwan
CEO
Division Roche Diagnostics
Member
of the Executive Committee
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25
June
2007
A
Message from Roche for Ventana Employees
Dear
Ventana Employees
Today
Roche announced that it has made a proposal to acquire Ventana to strengthen
its
position as the world’s leading personalized healthcare company. We are very
excited about the opportunities that will be created by this transaction.
Roche
and Ventana are ideal strategic partners and, combined, will create a
comprehensive diagnostics platform and leader in the development of personalized
healthcare solutions in oncology.
This
transaction will partner Roche’s global reach, leading oncology drug portfolio
and strong existing positions in in vitro diagnostics with Ventana’s
worldwide leadership position in tissue-based diagnostics. Roche will bring
Ventana its leading diagnostics capabilities in genomics and proteomics,
IT,
workflow automation and standardization of testing to innovate platform
solutions for tissue analysis. The combined company will be focused on driving
the development and commercialization of clinically-differentiated medicines
by
linking diagnostics and pharmaceuticals to provide better healthcare solutions
for patients.
We
are
extremely impressed with Ventana’s business and accomplishments, and we
attribute this to its world-class management team and employees. The addition
of
Ventana will be an excellent complement to our Roche Diagnostics team and
we see
significant opportunity to invest in, and grow, Ventana’s operations as a vital
part of Roche.
Following
the completion of the transaction, Roche intends to operate Ventana as a
stand-alone business unit within the Roche Diagnostics Division. We will
retain
Ventana’s headquarters and operations in Tucson, Arizona. Roche is a world-class
partner and employer, and has a significant employee base in the U.S. with
over
23,000 employees.
While
I am
sure you may have many questions about how this will directly affect you,
please
know that this combination is about growth through partnering our companies’
strengths to build a global leader in personalized healthcare solutions in
oncology.
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F.
Hoffmann-La Roche Ltd.
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CH
-
4070 Basel
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Bldg
52/1611
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Tel.
+41 61 687 31 88
Fax:
+41 61 691 9757
eMail:
severin.schwan@roche.com
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Our
offer
follows several attempts to engage in discussions with Ventana’s Chairman and
Board concerning a negotiated transaction. Unfortunately, these efforts
were
unsuccessful, and as a result we believe that we must bring our offer directly
to Ventana’s shareholders. We continue to prefer, and remain willing to discuss,
a negotiated transaction agreed to by both parties.
Our
offer
for Ventana remains subject to a number of customary conditions, including
that
a majority of Ventana’s shares are tendered into Roche’s offer. However, we are
committed to moving forward as quickly as possible. In the meantime, we
will
continue to post information about our offer on our website,
www.roche.com.
I
would like to reiterate that we
believe this is a great opportunity to combine the incredible strengths
and
potential of our two companies and their employees. I look forward to
meeting and working with all of you in the future.
Sincerely,
/s/
Severin Schwan
Severin
Schwan
CEO
Roche
Diagnostics
DISCLAIMER:
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
THIS
DOCUMENT CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING
STATEMENTS MAY BE IDENTIFIED BY WORDS SUCH AS ‘BELIEVES’, ‘EXPECTS’,
‘ANTICIPATES’, ‘PROJECTS’, ‘INTENDS’, ‘SHOULD’, ‘SEEKS’, ‘ESTIMATES’, ‘FUTURE’
OR SIMILAR EXPRESSIONS OR BY DISCUSSION OF, AMONG OTHER THINGS, STRATEGY,
GOALS,
PLANS OR INTENTIONS. VARIOUS FACTORS MAY CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY IN THE FUTURE FROM THOSE REFLECTED IN FORWARD-LOOKING STATEMENTS
CONTAINED IN THIS DOCUMENT, AMONG OTHERS: (1) PRICING AND PRODUCT INITIATIVES
OF
COMPETITORS; (2) LEGISLATIVE AND REGULATORY DEVELOPMENTS AND ECONOMIC
CONDITIONS; (3) DELAY OR INABILITY IN OBTAINING REGULATORY APPROVALS
OR BRINGING
PRODUCTS TO MARKET; (4) FLUCTUATIONS IN CURRENCY EXCHANGE RATES AND GENERAL
FINANCIAL MARKET CONDITIONS; (5) UNCERTAINTIES IN THE DISCOVERY, DEVELOPMENT
OR
MARKETING OF NEW PRODUCTS OR NEW USES OF EXISTING PRODUCTS, INCLUDING
WITHOUT
LIMITATION NEGATIVE RESULTS OF CLINICAL TRIALS OR RESEARCH PROJECTS,
UNEXPECTED
SIDE-EFFECTS OF PIPELINE OR MARKETED PRODUCTS; (6) INCREASED GOVERNMENT
PRICING
PRESSURES; (7) INTERRUPTIONS IN PRODUCTION; (8) LOSS OF OR INABILITY
TO OBTAIN
ADEQUATE PROTECTION FOR INTELLECTUAL PROPERTY RIGHTS; (9) LITIGATION;
(10) LOSS
OF KEY EXECUTIVES OR OTHER EMPLOYEES; AND (11) ADVERSE PUBLICITY AND
NEWS
COVERAGE. THE STATEMENT REGARDING EARNINGS PER SHARE GROWTH IS NOT A
PROFIT
FORECAST AND SHOULD NOT BE INTERPRETED TO MEAN THAT ROCHE’S EARNINGS OR EARNINGS
PER SHARE FOR ANY CURRENT OR FUTURE PERIOD WILL NECESSARILY MATCH OR
EXCEED THE
HISTORICAL PUBLISHED EARNINGS OR EARNINGS PER SHARE OF ROCHE.
ADDITIONAL
INFORMATION AND WHERE TO FIND IT
THE
TENDER
OFFER DESCRIBED IN THIS LETTER HAS NOT YET COMMENCED, AND THIS LETTER
IS NEITHER
AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL VENTANA COMMON
STOCK. THE SOLICITATION AND OFFER TO BUY VENTANA’S COMMON STOCK WILL ONLY BE
MADE PURSUANT TO AN OFFER TO PURCHASE AND RELATED MATERIALS THAT ROCHE
INTENDS
TO FILE PROMPTLY. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE
MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE SINCE THEY WILL CONTAIN
IMPORTANT
INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. THE OFFER
TO
PURCHASE AND RELATED MATERIALS WILL BE FILED BY ROCHE WITH THE SECURITIES
AND
EXCHANGE COMMISSION (SEC), AND INVESTORS AND SECURITY HOLDERS MAY OBTAIN
A FREE
COPY OF THESE MATERIALS (WHEN AVAILABLE) AND OTHER
DOCUMENTS
FILED BY ROCHE WITH THE SEC AT THE WEBSITE MAINTAINED BY THE SEC AT
WWW.SEC.GOV.
THE OFFER TO PURCHASE AND RELATED MATERIALS MAY ALSO BE OBTAINED (WHEN
AVAILABLE) FOR FREE BY CONTACTING THE INFORMATION AGENT FOR THE TENDER
OFFER,
MACKENZIE PARTNERS AT + 1 212 929-5500 OR +1 800
322-2885 (TOLL-FREE).