Standoff in Roche's $3 bln Ventana bid

NEW YORK (Reuters) - Neither side is ready to budge in Roche Holding AG's (ROG.VX) $3 billion hostile bid for Ventana Medical Systems Inc VMSI.O and the two firms have still not discussed the offer, their chief executives said.

Roche is not willing to pay more than its current offer of $75 per share and has other potential acquisition targets than Ventana, Chief Executive Franz Humer told the Reuters Health Summit in New York on Monday.

But Ventana's CEO Christopher Gleeson maintained the $75 bid was a "non-starter," telling the Reuters Health Summit that his company would only be interested in a deal at a significantly higher price, without specifying a figure.

Humer said Roche was patient and could wait for a deal if necessary -- and could even consider other acquisition targets if a deal for Ventana could not be worked out.

"There are always alternatives. The principle I have in life is there is never the last bride," Humer said. "Let's be patient on these things. Life is long. And the company (Ventana) is well managed."

LEAVING A BAD TASTE

Roche last month extended its offer for a fourth time, but Ventana maintains the current bid undervalues its business and recommends shareholders not tender any of their stock to Roche.

The Swiss company is particularly interested in Ventana because it makes diagnostics tests which could speed up detection and profiling of cancer and enhance use of targeted therapies, such as Roche's blockbuster drug Herceptin.

Ventana could be worth up to $90 per share as a stand-alone business and Roche may have to raise its bid -- possibly above $100 -- to ensure success, some analysts say.

"The board and our shareholders understand the value of this company. If Roche wished to indicate they know the value of this company and it's higher than $75, then we would talk to them," Gleeson said.

"It doesn't leave a good taste when someone goes hostile on you, but at the end of the day, it's business. There's really no issue with Roche," he said.

Ventana shares soared on Roche's initial cash offer in June, which represented a 44 percent premium to the value investors had previously assigned to the company.

Shares in Ventana closed down 43 cents to $84.16 on the Nasdaq on Monday.

Gleeson said the Tucson, Arizona-based company's guidance through 2009 is reflected in its current market valuation.

Ventana makes systems that automate the analysis of human tissue samples for cancer and other diseases. Analysts expect the company to sell 55 to 60 of its newly launched Symphony systems that automate the staining of tissue samples this year, 130 in 2008 and 170 in 2009.

"We're very comfortable with those numbers. Very comfortable," he said.

Gleeson added that antibodies in the pipeline for 2010 and beyond that target lung, colon, breast and prostate cancers place the value of the company well above the $75 offer on the table.

He declined to put a specific value on the company, instead pointing to Wall Street estimates that value the company's core business at $75 to $80 per share. He said analysts have valued Ventana's companion diagnostics, which aim to predict which patients will respond to expensive targeted drugs, at $18 to $23 per share.

"We do think companion diagnostics will be a major revenue driver" from 2010 on, Gleeson said.

(For summit blog: summitnotebook.reuters.com/)

(Additional reporting by Susan Kelly and Lisa Baertlein, editing by Phil Berlowitz)