Mon, Jul 06, 2009

![]() Ventana Medical Systems, with more than 600 employees, has its headquarters in Oro Valley, above. Roche Holding AG says it would keep the company's headquarters and employees in Oro Valley, but if the buyout sought by Roche goes through, it might mean a loss of local control over Ventana's long-term future. a.e. araiza / arizona daily star
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Concerns remain about future of Ventana Medical SystemsArizona Daily Star
Tucson, Arizona | Published: 01.13.2008
Ventana Medical Systems built its success on homegrown technology. Now, it's valuable enough to attract a bid from one of the world's largest drugmakers in a deal that is being closely watched on Wall Street.
Oro Valley-based Ventana, founded by UA pathologist Dr. Thomas Grogan in 1985, started with the principle that there might be an easy way to test tissue samples, giving patients options for tailor-made drug treatments.
There was. Today, the company — the Old Pueblo area's largest biotech employer, with more than 600 employees locally — has experienced steady growth in profits alongside rising worldwide sales of its medical technology equipment and testing reagents.
Roche Holding AG says it would roll Ventana into its diagnostics division but keep the company's headquarters and employees in Oro Valley. However, the buyout could mean a loss of local control over Ventana's long-term future here — and the loss of one of the Tucson area's most dynamic public companies.
The combination of companies could augment the growing field of personalized medicine, which gives targeted therapies to patients.
Those familiar with Ventana and its history say that Tucson greatly benefits from having such a large biotech firm, which may encourage future tech transfer from the University of Arizona.
"It's certainly one of the anchors for the private bioscience industry base," said Walter H. Plosila, a vice president of the Battelle technology firm and an author of the Arizona Bioscience Roadmap. "It's a company with roots around Dr. Grogan, and has a local flavor to it."
Pursuing Ventana's value
When Roche announced it would make a $3 billion bid for Ventana in June 2007, investors reacted favorably: Shares of Ventana closed the next day at $76.43, up nearly 50 percent, in trading on the Nasdaq exchange.
For Roche, the Ventana acquisition makes sense. As a global drug-maker, Roche would have access to Ventana's diagnostic tools to create more individually tailored drugs. And Roche has historically sought ways to strengthen ties between its diagnostics and pharmaceutical divisions.
Roche is pursuing an all-cash, $75-per-share offer for the company. On Friday, Ventana's stock closed at $87.90.
Ventana's executives cite that stock price in arguing that the Roche offer is "grossly undervalued." Ventana shares have been trading higher than Roche's offer since the company rejected the bid as too low.
Nina Devlin, a Roche spokeswoman, said the company wants so-called due diligence — formal financial examination — to determine if Ventana is, in fact, worth more than Roche's current offer.
Hany Massarany, Ventana's chief operating officer, said the company "is a very valuable and robust business that's consistently delivered growth."
Ventana would not discuss anything regarding the Roche bid, citing a confidentiality agreement the two companies signed in November.
But consolidation efforts haven't come easily. On June 29, Roche filed suit against Ventana CEO Christopher Gleeson and other corporate officers, claiming that Ventana breached fiduciary duties to stockholders in connection with Roche's tender offer.
So amid the legal battles, why is Roche still pursuing Ventana?
Because, Dr. Raymond Woosley said, "They're damn good."
Woosley is president of Tucson-based Critical Path Institute, a public-private partnership with the Food and Drug Administration created to safely accelerate the process of bringing lifesaving therapies to market. The organization and Ventana said in October they plan to work with the FDA to establish standards to match cancer patients with targeted therapies.
One of Ventana's major products is its Symphony instrument, which prepares microscope slides for initial analysis of tissue for diagnosis of cancer or other diseases. The company's earlier instruments are used for secondary, or advanced, analysis of tissue after an abnormality is found.
"They've really paving the way," Woosley said. "They've been taking outstanding technology, and Roche needs that for their drug development."
Sale's impact on Tucson area
Tucson has faced several sales of local companies to outside firms in recent years — and their outcomes have been vastly different.
In August 2000, Tucson-based Burr-Brown Corp. was sold to Texas Instruments Inc. for an estimated $7.6 billion. Burr-Brown employed about 1,200 in Tucson at the time of the acquisition. But in October 2007, TI said it would be halving its current workforce of 600 by 2009 as it eliminates semiconductor manufacturing here.
Sometimes, mergers and acquisitions are favorable to Southern Arizona. When Hughes Missile Systems Co. was bought by Raytheon Co. in 1997, missile production stayed here and grew under the name Raytheon Missile Systems.
Whatever the case, it's unlikely that Ventana will leave the Tucson area in the immediate future. In an interview this week, Massarany said that UA is "a tremendous source of scientific talent. We will recruit heavily to create a world-class group of scientists and engineers to grow our business."
A local economic-development supporter said the outcome of a successful merger could be positive for Tucson
"Ventana is here, and it's part of a trend to create a critical mass of biotech companies in Southern Arizona," said Larry Hecker, a Tucson attorney active in local economic-development efforts. "An international company like Roche could say, 'Maybe we should start consolidating our efforts in Tucson.' "
Ventana isn't the only homegrown firm striving for world-class talent. Other local companies with a UA lineage include ImaRx Therapeutics Inc., founded by UA radiologist Dr. Evan Unger in 1990. That company is another of Tucson's few publicly traded firms.
"Ventana Medical is a very high-profile company, and it is known around the world," said Bruce Wright, associate vice president for economic development at the UA. "We can use it as an example to attract other companies in the life- sciences field."
It's that strong performance that may have been doubted decades ago.
"Ventana's been able to take a very stodgy, conservative field, like pathology, and make it important in molecular diagnostics," Woosley said. "They're really at the cutting edge of making personalized medicine a reality."
● Contact reporter Jack Gillum at 573-4178 or jgillum@azstarnet.com.
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