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Friday, September 08, 2006

VMSI: Application Submitted for Scheme of Arrangement Meetings to Approve Ventana's Acquisition of Vision Systems (ASX: VSL)

Ventana Medical Systems, Inc. (NASDAQ: VMSI) today announced that Vision Systems Limited (ASX: VSL) has submitted an application to the Supreme Court of Victoria in Australia seeking orders to convene on November 2, 2006, the Scheme of Arrangement meetings for Ventana's acquisition of Vision. In separate meetings to be held on that proposed date, Vision will seek approval from its shareholders and noteholders for the acquisition by Ventana. The application is scheduled to be heard by the Court on September 22, 2006.

On August 14, 2006, Ventana and Vision entered into a Merger Implementation Agreement pursuant to which Ventana will pay approximately US$346 million in cash (A$2.13 per share) for all the outstanding shares of Vision Systems and retirement of Vision Systems' convertible debt. The merger agreement has been unanimously approved by the Boards of Directors of both companies.

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