|
Transaction
Valuation*
|
Amount
of Filing Fee**
|
|
$2,978,902,500
|
$91,452.31
|
|
*
|
Estimated
for purposes of calculating the filing fee only. This amount assumes
the
purchase of all 33,668,000 shares of common stock of Ventana Medical
Systems, Inc. outstanding as of March 31, 2007, all options outstanding
as
of March 31, 2007 with respect to 6,022,000 shares of common stock
of
Ventana, and all restricted stock and restricted stock units outstanding
as of March 31, 2007 with respect to 28,700 shares of common stock
of
Ventana. The number of outstanding shares, options, and restricted
stock
and restricted stock units is contained in Ventana’s Quarterly Report on
Form 10-Q for the quarter ended March 31,
2007.
|
|
**
|
The
amount of the filing fee is
calculated in accordance with Rule 0-11 of the Securities Exchange
Act of
1934, as amended, by multiplying the transaction valuation by
0.0000307.
|
|
R
|
Check
box if any part of the fee
is offset as provided by Rule 0-11(a)(2) and identify the filing
with
which the offsetting fee was previously paid. Identify the previous
filing
by registration statement number, or the Form or Schedule and the
date of
its filing.
|
|
Amount
Previously Paid:
|
$91,452.31
|
Filing
Party:
|
Roche
Holding Ltd
|
|
|
Form
or Registration No.:
|
SC
TO-T
|
Date
Filed:
|
June
27, 2007
|
|
£
|
Check
the box if the filing relates solely to preliminary communications
made
before the commencement of a tender
offer.
|
|
þ
|
third-party
tender offer subject to Rule
14d-1.
|
|
£
|
issuer
tender offer subject to Rule
13e-4.
|
|
£
|
going-private
transaction subject to Rule
13e-3.
|
|
£
|
amendment
to Schedule 13D under Rule
13d-2.
|
|
ROCKET
ACQUISITION CORPORATION
|
|||
|
By:
|
/s/
Beat Kraehenmann
|
||
|
Name:
Beat Kraehenmann
|
|||
|
Title: Secretary
|
|||
|
ROCHE
HOLDING LTD
|
|||
|
By:
|
/s/
Steve Krognes
|
||
|
Name:
Steve Krognes
|
|||
|
Title: Authorized
Signatory
|
|||
|
By:
|
/s/
Beat Kraehenmann
|
||
|
Name:
Beat Kraehenmann
|
|||
|
Title: Authorized
Signatory
|
|||
|
Exhibit
No.
|
Description
|
|
(a)(1)(i)
|
Offer
to Purchase dated June 27, 2007*
|
|
(a)(1)(ii)
|
Letter
of Transmittal*
|
|
(a)(1)(iii)
|
Notice
of Guaranteed Delivery*
|
|
(a)(1)(iv)
|
Letter
to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees*
|
|
(a)(1)(v)
|
Letter
to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees*
|
|
(a)(1)(vi)
|
Guidelines
for Certification of Taxpayer Identification Number on Substitute
Form
W-9*
|
|
(a)(1)(vii)
|
Summary
Advertisement dated June 27, 2007*
|
|
(a)(5)(i)
|
Press
Release issued by Roche Holding Ltd, dated June 25,
2007*
|
|
(a)(5)(ii)
|
Complaint
filed in the Court of Chancery of the State of Delaware in and for
New
Castle County on June 29, 2007*
|
|
(a)(5)(iii)
|
Complaint
filed in the United States District Court for the District of Arizona
on
June 29, 2007*
|
|
(a)(5)(iv)
|
Press
Release issued by Roche Holding Ltd, dated July 11,
2007*
|
|
(a)(5)(v)
|
Excerpt
from an Investor Presentation by Roche Holding Ltd, dated July 19,
2007*
|
|
(a)(5)(vi)
|
Transcript
of an Investor Presentation by Roche Holding Ltd, dated July 19,
2007*
|
|
(a)(5)(vii)
|
Press
Release issued by Roche Holding Ltd, dated July 25,
2007*
|
|
(a)(5)(viii)
|
Press
Release issued by Roche Holding Ltd, dated July 26,
2007*
|
|
(a)(5)(ix)
|
Press
Release issued by Roche Holding Ltd, dated August 21,
2007*
|
|
(a)(5)(x)
|
Press
Release issued by Roche Holding Ltd, dated August 22,
2007*
|
|
(a)(5)(xi)
|
Press
Release issued by Roche Holding Ltd, dated September 19,
2007
|
|
(b)
|
Not
applicable
|
|
(c)
|
Not
applicable
|
|
(d)
|
Not
applicable
|
|
(f)
|
Not
applicable
|
|
(g)
|
Not
applicable
|
|
(h)
|
Not
applicable
|