Ventana Rejects Roche’s ‘High-Handed Tactics’
Make a commentBy Ed Silverman // July 11th, 2007 // 8:30 am
The diagnostics company issued a statement this morning that uses extremely blunt language in tossing aside Roche’s $3 billion unsolicited cash bid. There’s always posturing when offers are on the table, and this kind of talk is de rigeur when it comes to hostile offers. It’s part of the sport. Here’s what Ventana’s ceo, Chris Gleeson, had to say:
“We believe Roche’s public disclosures to date are attempts to deliberately mislead the market as to our prior interactions and contacts. Although Roche’s overtures to our board before June 25th were vague at best, our board carefully analyzed and considered them and any inference otherwise is simply misleading and inaccurate. In fact, despite Roche’s statements to the contrary, we notified Roche and its advisors clearly and repeatedly - and well before June 25th - that our board would be considering their most recent proposal and responding after a special board meeting scheduled for later that week.
“Instead, Roche chose not to allow the directors to deliberate or wait for our board’s response before launching its hostile bid for Ventana. In a similar fashion, Roche commenced litigation without waiting to receive our board’s Schedule 14D-9 response. We can only attribute this to high-handed tactics being used in an effort to deprive our stockholders of fair value. Negotiating at these levels is a non-starter.”
Roche ceo Franz Humer called his offer ‘full and fair.’ And then threatened that if Ventana refuses to negotiate, Roche will pursue a transaction unilaterally, possibly “taking action in connection” with Ventana’s 2008 annual meeting. Such as? Maybe nominating new directors to Ventana’s Board and/or proposals to amend Ventana’s bylaws.
Well, now, Roche’s offer was $75 a share, a 45 percent premium above the $51.74 trading price at the time the offer was made last month. And last week, Ventana stock sold for $77, and yesterday, it closed at $80.25. So it’s just a matter of time and a little more money, no? Or, perhaps, another bidder…