Transaction
Valuation*
|
Amount
of Filing Fee**
|
$3,444,141,596
|
$135,354.76
|
*
|
Estimated
for purposes of calculating the filing fee only. This amount assumes
the
purchase of all 34,844,346 shares of common stock of Ventana Medical
Systems, Inc. outstanding as of January 20, 2008, all options outstanding
as of January 20, 2008 with respect to 4,895,184 shares of common
stock of
Ventana, and all performance units outstanding as of January 20,
2008 with
respect to 43,104 shares of common stock of
Ventana.
|
**
|
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
0.00003930.
|
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:
|
$43,902.45
|
Filing
Party:
|
Roche
Holding Ltd
|
|
Form
or Registration No.:
|
SC
TO-T/A
|
Date
Filed:
|
January
22, 2008
|
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.
|
R
|
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/
Bruno Maier
|
||
Name:
Bruno Maier
|
|||
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)(1)(viii)
|
Amended
and Restated Offer to Purchase dated January 25, 2008*
|
|
(a)(1)(ix)
|
Amended
and Restated Letter of Transmittal*
|
|
(a)(1)(x)
|
Amended
and Restated Notice of Guaranteed Delivery*
|
|
(a)(1)(xi)
|
Amended
and Restated Letter to Brokers, Dealers, Commercial Banks,
Trust Companies
and Other Nominees*
|
|
(a)(1)(xii)
|
Amended
and Restated Letter to Clients for use by Brokers, Dealers,
Commercial
Banks, Trust Companies and Other Nominees*
|
|
(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*
|
|
(a)(5)(xii)
|
Press
Release issued by Roche Holding Ltd, dated October 29,
2007*
|
|
(a)(5)(xiii)
|
First
Amended Complaint filed in the Court of Chancery of the State
of Delaware
in and for New Castle County on October 26, 2007*
|
|
(a)(5)(xiv)
|
Press
Release issued by Roche Holding Ltd, dated November 13,
2007*
|
|
(a)(5)(xv)
|
Press
Release issued by Roche Holding Ltd, dated December 5,
2007*
|
|
(a)(5)(xvi)
|
Press
Release issued by Roche Holding Ltd, dated January 16,
2008*
|
|
(a)(5)(xvii)
|
Press
Release issued by Roche Holding Ltd and Ventana Medical Systems,
Inc.,
dated January 22, 2008*
|
|
(a)(5)(xviii)
|
Summary
Advertisement dated January 22, 2008*
|
|
(a)(5)(xix)
|
Press
Release issued by Roche Holding Ltd, dated January 31,
2008*
|
|
(a)(5)(xx)
|
Press
Release issued by Roche Holding Ltd, dated February 8,
2008
|
|
(b)
|
Not
applicable
|
|
(c)
|
Not
applicable
|
|
(d)(1)
|
Agreement
and Plan of Merger dated as of January 21, 2008 among Ventana
Medical
Systems, Inc., Roche Holdings, Inc. and Rocket Acquisition
Corporation.*
|
|
(d)(2)
|
Guarantee
dated as of January 21, 2008 between Roche Holding Ltd and
Ventana Medical
Systems, Inc.*
|
|
(d)(3)
|
Stockholder
Tender and Support Agreement dated as of January 21, 2008 among
Thomas D. Brown,
Rodney
F.
Dammeyer,
Edward
M. Giles, Christopher
M. Gleeson, Thomas
M. Grogan, M.D., Hany
Massarany, Lawrence
L. Mehren, Mark
C. Miller, Mark
D. Tucker, James
R. Weersing and
Roche Holdings, Inc.*
|
|
(f)
|
Not
applicable
|
|
(g)
|
Not
applicable
|
|
(h)
|
Not
applicable
|