UPDATE 1-Ventana says Roche seeking directors for its board

(Adds Roche comment, details on shareholder proposals, names of proposed candidates, previous NEW YORK)

LOS ANGELES, Dec 5 (Reuters) - Ventana Medical Systems Inc, which has repeatedly rebuffed acquisition attempts by Roche Holding AG (ROG.VX), said on Wednesday that the Swiss drug maker will seek to elect directors to Ventana's board at its annual meeting in June.

Ventana VMSI.O, which has called Roche's $3 billion offer "grossly inadequate," said its bylaws require written notice of proposed stockholder nominations for the election of directors at the June meeting be received no later than Dec. 7.

The cancer diagnostics company, last month entered a confidentiality agreement that opened its books to Roche (ROG.VX), allowing its suitor to start limited due diligence.

The Tucson, Arizona-based company reiterated there was no assurance of a deal with Roche, noting its share price has consistently traded well above Roche's $75 per share offer.

Roche Chairman and Chief Executive Franz Humer said in a separate statement that his company is committed to pursuing the acquisition of Ventana. Ventana is holding out for a higher price.

"We have taken this step, as required by Ventana's bylaws, because we are committed to pursuing the acquisition of Ventana. However, we continue to prefer a negotiated transaction," Humer said.

Roche said it plans to nominate candidates to replace Ventana's four Class III directors. Those nominees would be: Dwight Crane, lead trustee of Legg Mason Partners Equity Trust; John Jones, managing director of J3 Capital; Loring Knoblauch, a member of Prism Capital's operating advisory board; and Michael Kranda, who served as a managing director of Vulcan Venture Capital until December 2006 and currently is a consultant for Vulcan Venture Capital.

The Swiss drug maker said it also plans to ask shareholders to eliminate Ventana's classified board and to remove all of the Ventana directors, other than the four Class III directors elected at the 2008 annual meeting.

If shareholders approve that plan, Roche said it would then seek approval to reduce the size of Ventana's board from 10 to 7 and elect the following candidates to the three vacant seats: Bary Bailey, former chief financial officer of Valeant Pharmaceuticals International; Jay Hunt, former CEO of FN Realty Services and is currently non-executive chairman of DDi Corp; and Anthony Wild, former chairman and CEO at MedPointe Pharmaceuticals Inc. He is currently a member of the board of Millennium Pharmaceuticals Inc.

Ventana shares closed up 87 cent at $89.32 on Nasdaq on Wednesday. (Reporting by Bill Berkrot; Editing by Braden Reddall and Carol Bishopric)