PHARMACY

Ventana investor sues company to stop blocking Roche takeover

BY Adam Kraemer

WILMINGTON, Del. A Ventana Medical Systems investor sued the company today to try to force it to accept a $3 billion tender offer by Roche Holding AG, begun on June 27, Bloomberg reported.

Ventana, a U.S. maker of cancer tests, was defeated in court just yesterday as a Phoenix federal judge ruled that it could not use an Arizona anti-takeover law to block the acquisition.

The lawsuit, filed in Delaware Chancery Court in Wilmington, states that Ventana board members “must, as their fiduciary duties require, act to maximize value for the stockholders.” The Tucson-based company’s board refused “to even consider or entertain Roche’s overtures” and should consider “an open auction,” the plaintiffs said.

“The suit obviously has no merit.,” said Jonathan Doorley, a Ventana spokesperson told The Arizona Republic. “The fact that our shares have traded significantly above Roche’s lowball offer strongly suggests that the market agrees with our Board’s decision to reject it.”

Roche said in a statement Aug. 21 that it began a $75 per share tender offer for Ventana on June 27 and has gathered 13,430 of the company’s 34 million shares so far, according to Bloomberg.

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PHARMACY

Pfizer appoints D’Amelio to COO position

BY Adam Kraemer

NEW YORK Pfizer announced that Frank D’Amelio, a senior executive with almost three decades of extensive operating and financial experience at AT&T, Lucent Technologies and Alcatel-Lucent, will become Pfizer’s senior vice president and chief financial officer effective mid-September.

D’Amelio, currently Senior Executive Vice President, Integration and chief administrative officer at Alcatel-Lucent, will join Pfizer’s Executive Leadership Team. He will have responsibility for all aspects of the company’s finances, including treasury, tax, the controller’s division and investor development. He succeeds Alan Levin, whose resignation from Pfizer was announced in May.

“We are very pleased that an executive with Frank’s skills, integrity, global experience and proven leadership is joining our management team,” said chairman and chief executive officer Jeff Kindler. “Through almost three decades at AT&T, Lucent and Alcatel-Lucent in both operating and financial roles, Frank was a senior executive in global companies undergoing the kind of rapid and complex changes we have undertaken at Pfizer in response to our own rapidly changing markets.”

“I am delighted to join Pfizer, a company with outstanding management, great people and what I truly believe is a very promising future in the forefront of medical innovation. In just a short period of time, Jeff has demonstrated strong leadership in setting a course for Pfizer to change the way it does business, so that it will be in the best possible position to take advantage of growing global demand for high-quality healthcare,” D’Amelio said. “Together with my finance colleagues, we’ll work hard to ensure that all aspects of Pfizer’s global financial strategy and operations help to advance these critical business imperatives.”

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Judge rules in favor of Roche on Ventana buyout

BY Drew Buono

PHOENIX Roche Holding moved closer yesterday to acquiring Ventana Medical Systems when a federal judge issued a preliminary injunction stopping Ventana from using parts of an Arizona anti-takeover law that was going to be used to fight off the buyout.

Roche is seeking to make the anti-takeover law declared unconstitutional. The law states that Roche, even if a controlling shareholder, would have to wait three years to take control of the company.

Roche did though extend its deadline for the offer to buy the medical testing devices maker until 5 p.m. Sept. 20. The disagreement with the two companies is money, as Roche wants to pay only $75 per share as compared to the $83.58 price that each share rose to yesterday, according to the Associated Press. Nearly a month ago, Ventana said in a statement to its shareholders that the “board of directors continues to believe that Roche’s bid is wholly inadequate and recommends that stockholders not tender any of their shares to Roche. Not only is the offer significantly below our current market price, it does not even come close to reflecting the intrinsic value of the company, its strong growth prospects in an accelerating market and the synergy value of Ventana to Roche.”

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