Davis Polk & Wardwell is advising Roche Holding Ltd on its proposed acquisition of Ventana Medical Systems, Inc., a leader in the fast-growing histopathology (tissue-based diagnostics) segment. Headquartered in Basel, Switzerland, Roche is one of the world’s leading research-focused health care groups in the fields of pharmaceuticals and diagnostics.

Roche will commence a tender offer to acquire all outstanding shares of common stock of Ventana Medical Systems for $75.00 per share in cash, valuing the transaction at approximately $3 billion. The offer will be subject to customary conditions, including the tender of a majority of Ventana’s shares of common stock and Ventana’s board of directors taking all necessary actions to make its shareholder rights plan inapplicable to Roche’s offer.

The Davis Polk transaction team includes partners Arthur F. Golden, Christopher Mayer and Marc O. Williams, associates Bradley Mitchell and Terrence R. O’Donnell (not yet admitted) and summer associate Shan Jiang, all of the New York office. Partner Lawrence Portnoy and associates Scott B. Luftglass and Brian M. Burnovski, all of the New York office, are providing litigation advice. Partner Joel M. Cohen and associate Stephen M. Pepper, both of the New York office, are providing antitrust advice. Counsel Loyti Cheng and associate Heather Daly, both of the New York office, are providing environmental advice. Partner Steven S. Weiner and associate Duane Nash, both of the Menlo Park office, are providing intellectual property advice. Partner Michael Mollerus and associate David Morris, both of the New York office, are providing tax advice. Partner Jean M. McLoughlin and associate Carolyn G. Cope, both of the New York office, are providing employment advice. Shelley Hoffman is the legal assistant on the transaction.

Greenhill & Co. and Citi are acting as financial advisers to Roche.