FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • January 25th, 2008 • Ventana Medical Systems Inc • Surgical & medical instruments & apparatus • Delaware
AMENDMENT, dated as of January 21, 2008 (this “Amendment”), to that certain Rights Agreement, dated as of May 6, 1998 (the “Rights Agreement”), between Ventana Medical Systems, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A. (as successor to Norwest Bank Minnesota, N.A.), as rights agent (the “Rights Agent”).
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 25th, 2008 • Ventana Medical Systems Inc • Surgical & medical instruments & apparatus • 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”).
Board of Directors Ventana Medical Systems, Inc. Tucson, Arizona 85755 Members of the Board of Directors:Agreement and Plan of Merger • January 25th, 2008 • Ventana Medical Systems Inc • Surgical & medical instruments & apparatus
Ventana Medical Systems, Inc. (the “Company”), Roche Holdings, Inc. (the “Acquiror”) and Rocket Acquisition Corporation, a newly formed, wholly owned subsidiary of the Acquiror (the “Acquisition Sub”), are entering into an Agreement and Plan of Merger, dated as of January 21, 2008 (the “Agreement”), pursuant to which (i) the Acquiror and the Acquisition Sub would amend the tender offer (the “Tender Offer”) for all outstanding shares of the common stock, par value $0.001 per share, of the Company (the “Company Shares”) to increase the purchase price to $89.50 per share, net to the seller in cash (the “Consideration”), and (ii) Acquisition Sub would be merged with the Company in a merger (the “Merger”), in which each Company Share not acquired in the Tender Offer, other than Company Shares held in treasury or held by the Acquiror or its subsidiaries, or as to which dissenter’s rights have been perfected, would be converted into the right to receive the Consideration. The Tender Offer and
STOCKHOLDER TENDER AND SUPPORT AGREEMENTStockholder Tender and Support Agreement • January 25th, 2008 • Ventana Medical Systems Inc • Surgical & medical instruments & apparatus • 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”).
GUARANTEEGuarantee • January 25th, 2008 • Ventana Medical Systems Inc • Surgical & medical instruments & apparatus • 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”).
