Roche to Acquire Ventana for $89.50 per share

Roche and Ventana Reach Definitive Merger Agreement
Roche (SWX: ROG.VX; RO.S; OTCQX: RHHBY), a world-leading healthcare provider of pharmaceuticals and diagnostics, and Ventana Medical Systems ("Ventana") (NASDAQ:VMSI) today announced that they have signed a definitive merger agreement. Under the terms of the agreement, Roche will increase the purchase price in the tender offer for Ventana common shares to $89.50 per share in cash (or an aggregate of approximately $3.4 billion on a fully diluted basis), and Ventana's Board of Directors will recommend that Ventana's shareholders tender their shares to Roche. The merger agreement has been approved by the boards of Ventana and Roche. This offer represents a premium of 4.9% to Ventana's closing price on January 18, 2008, a 19.3% premium to Roche's initial offer on June 27, 2007, and a 72.3% premium to Ventana's closing price on June 22, 2007 (the last trading day prior to the announcement of Roche's initial offer). The acquisition of Ventana, a leader in the fast-growing histopathology (tissue-based diagnostics) segment, will allow Roche to broaden its diagnostic offerings and complement its world leadership in both in-vitro diagnostic systems and oncology therapies.
Under the terms of the merger agreement, Roche will amend its existing tender offer to acquire all of the outstanding common shares of Ventana to reflect the terms of the merger agreement. The amended offer will increase the offer price to $89.50 per share in cash, expire at 7:00 p.m., New York City time on Thursday, February 7, 2008 and be subject to, among other things, the conditions that there are validly tendered and not withdrawn, a number of common shares that, together with the shares owned by Roche and its subsidiaries, represents a majority of the total number of common shares outstanding on a fully-diluted basis.
"We are very pleased that we were able to reach an agreement with Ventana. We believe that our offer provides significant value to Ventana's shareholders and that this acquisition ideally complements Roche's strengths. Our combined company will be uniquely positioned to further expand Ventana's business globally and together develop more cost-efficient, differentiated and targeted medicines. We are delighted to welcome the employees and management team of Ventana and look forward to jointly developing novel solutions for our customers," commented Franz B. Humer, Chairman and CEO of Roche.

Christopher Gleeson, Ventana's President and Chief Executive Officer, will continue as CEO of Ventana's business following completion of the transaction and become a member of the Roche Diagnostics Executive Committee. Ventana will remain based in Tucson, Arizona and its employees will become part of the combined company.

Commenting on the transaction, Ventana's President and CEO, Christopher Gleeson, said, "Ventana's Board of Directors has been dedicated to ensuring that any strategic value creation opportunities with Roche or other third parties would adequately reflect the inherent value of the company, its steady growth momentum, and the magnitude of potential synergies in a combination. After a full evaluation of its strategic alternatives and thoughtful consideration, as well as consultation with our outside financial and legal advisors, our Board believes that the transaction with Roche at $89.50 per share is in the best interests of our shareholders, and we recommend that our shareholders tender into this revised offer. We are very excited to join Roche in a transaction, which delivers significant value to our shareholders, creates tremendous opportunities for our employees and allows us to further advance the important work that we do at Ventana.
"I am confident that Ventana's unique position at the forefront of the emerging field of companion diagnostics and its robust growth in both advanced staining and primary staining ideally complements the strong position of Roche in the field of diagnostics and oncology over the long term."

Greenhill & Co. and Citi acted as financial advisors to Roche and Davis Polk & Wardwell acted as legal counsel. Merrill Lynch & Co. and Goldman Sachs acted as financial advisors and Sidley Austin LLP acted as a legal advisor to Ventana.

About Roche
Headquartered in Basel, Switzerland, Roche is one of the world's leading research-focused healthcare groups in the fields of pharmaceuticals and diagnostics. As the world's biggest biotech company and an innovator of products and services for the early detection, prevention, diagnosis and treatment of diseases, the Group contributes on a broad range of fronts to improving people's health and quality of life. Roche is the world leader in in-vitro diagnostics and drugs for cancer and transplantation, a market leader in virology and active in other major therapeutic areas such as autoimmune diseases, inflammation, metabolism and central nervous system. In 2006 sales by the Pharmaceuticals Division totaled CHF 33.3 billion, and the Diagnostics Division posted sales of CHF 8.7 billion. Roche employs roughly 75,000 people worldwide and has R&D agreements and strategic alliances with numerous partners, including majority ownership interests in Genentech and Chugai.
Roche's Diagnostics Division offers a uniquely broad product portfolio and supplies a wide array of innovative testing products and services to researchers, physicians, patients, hospitals and laboratories world-wide.
Roche commenced operations in the U.S. over 100 years ago and these operations include research and development centers that conduct leading-edge work in advancing disease detection and treatment. Our diagnostics and pharmaceuticals businesses in the U.S. employ more than 20,000 people and generate approximately $10 billion in sales (including Genentech), accounting for about 40% of the Roche Group's global annual revenues.

Trading was halted at Indian stock markets Tuesday as key indices registered steep falls of over 10 percent minutes after the opening bell but the benchmark index staged a weak recovery after the markets reopened at 10.55 a.m.
Even after reopening, the benchmark index clocked a loss of 1,285.95 points, down 7.30 percent over Monday's close.
The 30-share sensitive index (Sensex) of the Bombay Stock Exchange (BSE) fell by 2,029.05 points, down 11.53 percent, minutes after trading began. The Sensex opened at 16,884.09 points and hit a low of 15,576.30 in early trade, prompting an automatic halt in trading at BSE.
An automatic halt is triggered if shares fall by more than 10 percent during a trading session.
The broader 50-share S&P CNX Nifty index of the National Stock Exchange also shed 60.45 points, down 12.10 percent at 4,578.35 points, compared to the previous close of 5,208.80 points.
Trading at the NSE has also begun and the Nifty is currently ruling at 4,825.78, still down 7.20 percent over Monday's close.
The Sensex had lost over 2,000 points in intra-day trade Monday, as bears tightened their grip on the bourses amid worries over US recession, before staging a 700-point rally towards the closing bell.
Ascribing the steep fall to a "correction", Prime Minister Manmohan Singh said Monday the value of shares in India would continue to grow as fundamentals of the economy remained strong.
"I am confident the markets will grow in an orderly fashion," the prime minister said.
"From time to time, some corrections are part of the market process. I am sure and confident we will sustain orderly growth," he added.
On Monday, the finance ministry also advised investors to exercise caution. It said the fundamentals of the Indian economy were strong and that the steep fall in Indian indices was less that those in other Asian economies.
"Today's market fall reflects the continuing uncertainties in the global economy and not any change in the fundamentals of Indian economy," said a statement issued by the ministry after the markets closed Monday.
"Investors should take informed and responsible decisions in the situation and not be led by market rumours or any unwarranted apprehensions."
Indo-Asian News Service

Don't Fragment Your Sales Team

How important is fast computer response to a sales team? Normally a sales team is the most closely monitored group of personnel in an organization, simply because sales are the prime influence on the bottom line. The second most important tool to a sales rep--second to the ability to sell the product--is support. A vital part of that support is, of course, the rep's computer and its capacity to quickly respond.
While a prospect is sitting in front of the rep, or while a prospect is waiting on the phone, the rep must access a computer for customer info, product pricing, and countless other items. As any salesperson knows, a prospect's interest can be fragile. Anything which makes the prospect wait scrapes away that interest, and if scraped enough, the prospect is lost. Slow computer response also means sales reps are only able to handle limited prospects per hour, per day, or per week.
The primary barrier to fast computer response is file fragmentation. Fragmentation occurs as files are created or downloaded and saved into any free space available consequently splitting files into pieces (fragments) and storing them across the hard disk. As fragmentation builds, computer performance slows to a crawl forcing a sales rep to wait. This results in employee downtime, lost sales and an overall loss for the company.
Enterprises worldwide understand the need for a solution for fragmentation. Today, due to business globalization, many servers must be available 24X7, in addition to growing file sizes, high disk capacities and larger traffic volumes many are switching from a scheduled defrag to an automatic solution to handle fragmentation as it occurs. The upgrade insures computer performance and reliability is never impacted by fragmentation. Maximum computer response equals proper sales support, speedy service, happy customers and increased sales.
Diskeeper Corporation (www.diskeeper.com) offers fully-automatic products that work in the background, only using idle resources so users never notice nor experience slows or performance issues.

Chidamabaram dispels investors' fears

Finance Minister P. Chidamabaram Tuesday allayed fears of investors after the Sensex continued its downward spiral and trading was stopped for one hour as the markets hit the 10 percent circuit limit on opening.
"The crash does not affect long term sentiment and enough liquidity will be provided. We should not be bothered by the West's economy," Chidramabaram told reporters after trading was suspended for an hour at the Bombay Stock Exchange.
Markets, however, recovered after reopening at 10.55 a.m. after the benchmark Sensex fell to a low of 15,576.30 within minutes of opening, crossing the lower circuit limit of 10 percent.
On Monday, the 30-share barometer tumbled by 1,408 points on concerns regarding the US economy going into recession.
The finance ministry asserted that Monday's sharp fall in share prices did not reflect any change in the fundamentals of the Indian economy.
In a statement released Monday, the government advised investors not to be led by market rumours or any unwarranted apprehensions.
"The fundamentals in the domestic economy are quite strong. Today's market fall reflects the continuing uncertainties in the global economy and not any change in the fundamentals of the Indian economy," the statement added after the markets recorded their biggest fall.
Indo-Asian News Service

Trading halted; Sensex plummets 2029 pts @ 10:00 hrs

The bears, who took global cues and played havoc yesterday, showed no mercy this morning and the resultant slide in stock prices sent the benchmark indices Sensex and Nifty crashing down by over 10%. The exchanges have halted trading for an hour now. At 9:56:52 a.m, when BSE cried halt, the Sensex was down by a staggering 11.53% or 2029.05 points at 15,576.30. The Nifty plunged to 4569.50 and was at 4578.35 with a loss of 12.1% or 630.45 points.

Index heavyweight Reliance Industries lost over 15%. Reliance Petroleum went down by 20%. Unitech, Larsen & Toubro, Reliance Communications, NTPC, Cairn India, Sterlite Industries, Idea Cellular, Zee Entertainment, ITC, Ambuja Cements, Tata Steel, Grasim Industries, State Bank of India, ONGC, Reliance Energy, BHEL, Suzlon Energy, Tata Power, ACC and SAIL lost 10% - 20%.

Bajaj Auto and HDFC Bank, faring a lot better, are down just marginally from their previous closing levels. All other Sensex and Nifty components have posted sharp losses.

Lavasa and University of Oxford Joint Initiative to Develop India's 21st Century Business Leaders

University of Oxford to Establish India Business Centre

Lavasa will be home to the Centre's Executive Education Facilities in India
 -- A new "Ajit Gulabchand Chair" on Indian Business Studies being set up at Oxford University
 Today, the Vice-Chancellor of the University of Oxford, Dr John Hood announced the establishment of the Oxford University India Business Centre (OUIBC) during a visit to New Delhi. The Centre, which will be located at Saïd Business School in Oxford, will address major business issues through collaborative research between academics in Oxford, India and elsewhere.
 Alongside research and teaching at Oxford, the centre will develop a range of custom and open executive education programmes which will be delivered in India through a new facility in Lavasa, near Pune. The facility is part of a new hill station being developed by the Lavasa Corporation Ltd, part of the Hindustan Construction Company. A scoping study with companies located in India and elsewhere is underway to begin development of these education programmes which will first be delivered in early 2010.
 OUIBC has been generously supported by Mr Ajit Gulabchand, Chairman of Lavasa Corporation. As part of his support of the Centre, Mr Gulabchand is to endow a new chair - The Ajit Gulabchand Professor of Indian Business Studies at the University of Oxford. The new Professor will be based at the Saïd Business School in Oxford, and it is envisaged that the appointment will be made for the next academic year.
 In announcing this initiative, Dr John Hood, said: 'The primary objective of this research centre is to learn from India's business success. A clear understanding of the issues faced by India and their innovative solutions, as India transitions from poverty to prosperity, will form a guide to future generations of countries attempting similar transitions.
 'The University of Oxford has had a long and rich relationship with India - the first India students came to Oxford in 1871. Just 12 years later, the University founded the Indian Institute at Oxford, with the support of Indian government and business leaders. In more recent times, the University of Oxford has made strengthening its relationship with India one of its key priorities. Through new posts, scholarship programmes, academic and cultural exchanges, the University is committed to expanding and invigorating the connections with India that have enriched the University's intellectual heritage for more than 400 years. The new Oxford University India Business Centre is the latest part of this developing relationship and will engage directly many of our academics from throughout the University in cross-disciplinary research.'
 Speaking on the occasion, Mr Ajit Gulabchand of Lavasa Corporation, said, "It is a matter of great pride for Lavasa to have partnered with the most respected educational institution in the world. This will open new paradigms of educational and managerial excellence for students in both countries."
 "Our collaboration with the University of Oxford is in line with Lavasa's vision to provide an appropriate atmosphere for enabling high quality research. Lavasa will adequately support the infrastructural needs of the new executive education activities. The new Centre is in line with Lavasa's concept of Live, Work, Learn and Play", Mr Gulachand added.
 Professor Colin Mayer, Dean of the Sa?d Business School said: 'We are enormously grateful to Lavasa Corporation, in making the establishment of this important Centre possible. The purpose of the Centre is to address major business policy questions in India through collaborative research between academics in Oxford, in India, and from around the world, and to engage practitioners and policymakers actively in formulating a research agenda that will be relevant and significant. Besides the generation of research-based projects, the Centre will be concerned with teaching and will provide doctoral programmes for students and scholarships for our degree programmes in Oxford. We will also develop a range of executive education programmes for practitioners to be delivered in India. We will welcome the involvement of both practitioners and visiting academics with the work of the Centre, as well as the contributions of colleagues from throughout the University of Oxford, who have an interest in these issues.'

 Mr Ajit Gulabchand and Dr John Hood will sign the official Memorandum of Agreement at The World Economic Forum at Davos on 25 January 2008.

 1. About Saïd Business School-

 Established in 1996 the Saïd Business School is one of Europe's youngest and most entrepreneurial business schools with a reputation for innovative business education. An integral part of Oxford University, the School embodies the academic rigour and forward thinking that has made Oxford a world leader in education. The School has an established reputation for research in a wide range of areas, including finance and accounting, organisational analysis, international management, strategy and operations management. The school is dedicated to developing a new generation of business leaders and entrepreneurs and conducting research not only into the nature of business, but the connections between business and the wider world. In the Financial Times ranking of MBA programmes (Jan 07), Saïd again improved its position and is ranked 19th in the world. This achievement follows the School's success in HM Treasury's 2005 ranking of the top 50 MBA programmes in the world, where it finished number one out of all the UK business schools.

Indian shares crash on fears of US recession

Indian equities registered one of the steepest falls ever during intra-day trading Monday, resulting in a key index shedding close to 2,000 points, as bears tightened their grip on the market amid worrying global cues.
About half-hour before the end of trading, the 30-share sensitive index (Sensex) of the Bombay Stock Exchange (BSE) was ruling at 17,621.40 points after a loss of 1,392.30 points, or 7.32 percent, over the previous day's close.
This actually marked a small recovery for the index, which had plunged almost 2,000 points at 16,951.50 points midway into the trading session, with not a single scrip in the 30-share basket trading in positive territory.
"There is absolute panic. Fear has taken over, as possible recession in the US is appearing to be around the horizon. Heavy selling by foreign funds is also adding to the gloom," said an analyst with a leading brokerage here.
Over the past week, the barometer index has shed as much as 3,031.30 points, or 14.62 percent, indicating the level of pessimism that has gripped the equities market in the country.
The previous steepest fall was on Oct 17 when the index shed 1,743 points due to the markets watchdog's purported move to impose restrictions on the unregistered funds that were operating through participatory notes.
The index for metal firms was the worst hit, losing over 13 percent, followed by those for realty, down 12.99 percent, oil and gas, down 11.61 percent, power, down 10.75 percent and public sector units, down 10.01 percent.
NTPC Ltd led the losers among Sensex stocks, down 15.09 percent, followed by Reliance Energy, down 14.79 percent, ACC, down 14.41 percent, Reliance Communications, down 12.13 percent and DLF, down 10.02 percent.
Indo-Asian News Service