Ventana Medical Systems Inc, Tucson, Ariz, which specializes in tissue-based cancer diagnostics, has signed a confidentiality agreement with Roche, Basel, Switzerland.

The agreement allows Roche to commence due diligence and access non-public information about Ventana, to better understand the company’s business prospects and the value in companion diagnostics.
Ventana’s board of directors contends that Roche’s $75 offer is inadequate and not an appropriate starting point for negotiations because the company’s share price has consistently traded above Roche’s offer—and the company’s stockholders have overwhelmingly rejected offers four times. Board members assert the offer does not appropriately compensate Ventana’s stockholders for the inherent value of the company or its synergistic value to Roche.

Before the agreement, Ventana had not begun negotiations with Roche and there is no assurance Roche and Ventana will ultimately enter into a definitive agreement.

Merrill Lynch & Co and Goldman Sachs are acting as financial advisors, and Sidley Austin LLP is the legal advisor for Ventana.

Ventana develops, manufactures, and markets instrument/reagent systems that automate tissue preparation and slide staining in clinical histology and drug discovery laboratories worldwide. The company’s clinical systems are used in the diagnosis and treatment of cancer and infectious diseases, and its drug discovery systems are used to accelerate the discovery of new drug targets and evaluate the safety of new drug compounds.