Mumbai: Swiss drugmaker Roche Holding AG said a US court has granted it a preliminary injunction against use of state law to obstruct its bid to take over Arizona-based medical test maker Ventana Medical Systems Inc. (See: Roche goes to court over Ventana's poison-pill defence)

The Arizona federal judge issued a preliminary injunction on August 21 that barred Ventana from using a 20-year-old Arizona law to shield itself from a hostile takeover bid from Roche AG. The judge held that as a Delaware corporation, Ventana would not have recourse to the Arizona anti-takeover law, even though the target is headquartered in Phoenix.

The Swiss diagnostic giant made a $3 billion unsolicited offer for Ventana on June 26, but Ventana has steadfastly refused to come to the bargaining table, even though Roche's $75 per share cash offer represents a 45 per cent premium to Ventana's June 25 close. (See: Roche makes hostile offer for Ventana) Ventana, however, rejected Roche's offer and CEO Christopher Gleeson had advised investors against selling at that price.

"We remain steadfast in our position that Roche's offer is wholly inadequate and our board of directors continues to recommend that stockholders not tender any of their shares to Roche. Roche's offer remains significantly below our current stock price," Ventana said.

The company has had trouble generating interest in its offer. By the close of business of August 22, about 13,430 shares had been tendered - a tiny fraction of the 34 million outstanding shares of Ventana.

Roche has extended its offer, originally made in June, for another month, until September 20.

To complete a hostile takeover, Roche still needs to win another court case regarding Ventana's "poison pill" bylaws, which would allow that company to dilute the shares bought by Roche by offering additional shares at a discount directly to investors.

Only a third of the target's nine-member board is elected each year, meaning that Roche would have to win two consecutive proxy contests to take control of the manufacturer of clinical systems if it continues to fight the offer.

Analysts, meanwhile, see Roche as a perfect partner for Ventana, since Ventana makes a test to determine whether patients will respond well to Roche's breast-cancer treatment, Herceptin. Roche has an entire division dedicated to diagnostics.

Roche wants Ventana to broaden its diagnostic products and complement its in-vitro diagnostic systems and oncology therapies.

Merrill Lynch & Co. and Goldman, Sachs & Co. are providing financial advice to Ventana, while Sidley Austin LLP and Snell & Wilmer LLP are providing counsel. Roche is being advised by a Citigroup-led team.