Ventana Medical Systems, Inc., the global leader in tissue-based cancer diagnostics, has entered into a confidentiality agreement with Roche. The agreement will allow Roche to commence due diligence and have appropriate access to non-public information regarding Ventana to better understand the company's business prospects and the inherent value in companion diagnostics.

Ventana's board believes that the due diligence conducted by Roche and related discussions that will accompany the due diligence process will allow Roche to recognize the significant additional value inherent in Ventana's business.

Prior to the execution of the confidentiality agreement, Ventana had not commenced negotiations with Roche and no assurance can be made that Roche and Ventana will ultimately enter into a definitive agreement, an official press release stated.

Ventana's board of directors reiterated that Roche's $75 offer is grossly inadequate and not an appropriate starting point for negotiations as reflected by that fact that Ventana's share price has consistently traded well above Roche's offer and our stockholders have overwhelmingly rejected that offer four times. Furthermore, the board continues to believe Roche's offer does not appropriately compensate Ventana's stockholders for the inherent value of the company or its synergistic value to Roche.

Merrill Lynch & Co. and Goldman Sachs are acting as financial advisors and Sidley Austin LLP is acting as a legal advisor to Ventana.

Ventana develops, manufactures, and markets instrument/reagent systems that automate tissue preparation and slide staining in clinical histology and drug discovery laboratories worldwide. The company's clinical systems are important tools used in the diagnosis and treatment of cancer and infectious diseases.