AGREEMENT AND PLAN OF MERGER dated as of January 21, 2008 among VENTANA MEDICAL SYSTEMS, INC., ROCHE HOLDINGS, INC. and ROCKET ACQUISITION CORPORATIONMerger Agreement • January 22nd, 2008 • Roche Holding LTD • American depositary receipts • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of January 21, 2008, among VENTANA MEDICAL SYSTEMS, INC., a Delaware corporation (the “Company”), ROCHE HOLDINGS, INC., a Delaware corporation (“Parent”), and ROCKET ACQUISITION CORPORATION, a Delaware corporation and a wholly-owned indirect subsidiary of Parent (“Merger Subsidiary”).
GUARANTEEGuarantee • January 22nd, 2008 • Roche Holding LTD • American depositary receipts • Delaware
GUARANTEE dated as of January 21, 2008 by Roche Holding Ltd, a joint stock company organized under the laws of Switzerland (the “Guarantor”), for the benefit of Ventana Medical Systems, Inc. (the “Beneficiary”).
STOCKHOLDER TENDER AND SUPPORT AGREEMENTStockholder Tender and Support Agreement • January 22nd, 2008 • Roche Holding LTD • American depositary receipts • Delaware
This Stockholder Tender and Support Agreement dated as of January 21, 2008 (this “Agreement”) is among each of the individuals or entities listed on a signature page hereto (each, a “Stockholder”) and Roche Holdings, Inc., a Delaware corporation (“Parent”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger dated as of the date of this Agreement (the “Merger Agreement”) among Parent, Rocket Acquisition Corporation, a Delaware corporation and a wholly-owned indirect subsidiary of Parent (“Merger Subsidiary”), and Ventana Medical Systems, Inc., a Delaware corporation (the “Company”).
