Roche may be plenty confident of eventually winning Ventana, but some legal experts say the Swiss pharma giant faces a big stumbling block. To stave off Roche, Ventana invoked a poison pill, and Roche in turn filed suit to invalidate it. But the court presiding over that suit hasn't lifted a poison pill since the late 1980s, and M&A lawyers say it's not likely to now.
Meanwhile, Roche may have other options. It could mount a proxy fight to bring in a management team willing to deal. Though Ventana's board elections are staggered, so only a few members are up for election each year, the shareholders could push through a new rule and elect an entirely new board. Voilà! Merger.
Roche has extended its $75-per-share offer again, this time through January 17. Ventana's poison pill expires in March, and the company's annual meeting is scheduled for two months later.
- check out this report
- see Roche's extension of the Ventana offer