Ventana Medical Systems Inc, Tucson, Ariz, which specializes in tissue-based cancer diagnostics, has received notification from Roche, Switzerland, of its intention to seek the election of directors to the board of directors of Ventana at the company’s annual meeting of stockholders in June 2008.

Ventana’s bylaws provide that written notice of proposed stockholder nominations for the election of directors at the meeting must be received no later than Dec 7, 2007.

On Nov 13, 2007, Ventana entered into a confidentiality agreement with Roche that allowed 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. No assurance has been given that Roche and Ventana will enter into a definitive agreement, but Ventana is open to value-creation opportunities and intent on providing maximum value for its stockholders.

Ventana’s board members have called Roche’s $75 tender offer inadequate and not an appropriate starting point for negotiations, in part because Ventana’s share price has traded above Roche’s offer and Ventana’s stockholders have overwhelmingly rejected the offer four times. The board says 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.