Ventana investor sues company to stop blocking Roche takeover

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.