|
Disclaimer
These Discussion Materials are strictly confidential and have been prepared by
Greenhill and Co., LLC ("Greenhill") and Citigroup Global Markets Limited
("Citi" and, together with Greenhill, the "Advisors") for the use of F. Hoffmann
-La Roche Ltd. (the "Company") and are subject to the Advisors' respective
engagement letters with the Company. These Discussion Materials contain
information provided to the Company solely for use by the Company in its
consideration of a transaction involving the Company (and/or its affiliates) and
Illumina, Inc. ("Illumina") and may not be used for any purpose or disclosed to
any other person without the Advisors' prior written consent, and should not be
relied upon by any other person, including Illumina or its shareholders. These
Discussion Materials are not intended to be and do not constitute a
recommendation to any person or entity as to whether to acquire or dispose of or
take any other action in respect of any securities of the Company or any other
person, including Illumina. These Discussion Materials are for information only
and do not constitute a recommendation as to whether any holder of shares of
Illumina should tender in any potential offer by the Company and/or its
affiliates. These Discussion Materials have not been prepared for the purpose of
recommending a fair or appropriate price for the shares of Illumina. These
Discussion Materials do not constitute an opinion by the Advisors as to the
fairness to the Company or its shareholders or any other entity or person,
including, without limitation, Illumina or its shareholders, of the terms of any
actual or proposed transaction involving the Company and Illumina. The Advisors
have not been asked to and have not delivered a fairness opinion to the board of
directors of the Company or any of its affiliates in connection with the
Company's consideration of the acquisition of Illumina.
In preparing these Discussion Materials, the Advisors, among other things, (i)
reviewed certain publicly available financial statements of Illumina and certain
other publicly available business and financial information relating to
Illumina, including financial projections from Wall Street analysts, that they
deemed relevant, (ii) reviewed the historical market prices and trading activity
for the common stock of Illumina, as well as a group of other comparable
publicly traded life science tools companies, and (iii) reviewed historical
premiums paid in both selected precedent MandA transactions involving life
science tools companies and selected unsolicited transactions, as well as
multiples of selected financial metrics in selected precedent MandA transactions
involving life science tools companies. In addition to the foregoing, the
Advisors conducted such other analyses and examinations and considered such
other information and financial, economic and market criteria as they deemed
appropriate. In preparing these Discussion Materials, the Advisors have relied
on such publicly available information and other information provided to,
discussed with or reviewed by the Advisors, and has assumed and relied upon,
without independent verification, the accuracy and completeness of all such
information. The Advisors do not assume any responsibility or liability
therefor.
These Discussion Materials do not purport to be a complete description of the
analyses performed or factors considered by the Advisors. The order of the
analyses described and the results of the analyses do not represent relative
importance or weight given to these analyses by the Advisors. The preparation of
a financial presentation is a complex process involving subjective judgments and
is not necessarily susceptible to partial analysis or summary description.
The Advisors selected precedent transactions that in their judgment were
relevant for their analysis. Although the advisors analyzed the multiples and
premiums implied by the selected transactions, none of these transactions or
associated companies is identical to the proposed acquisition of Illumina. The
Advisors selected the companies in the comparable company analysis because,
among other reasons, they are publicly traded companies with operations or
businesses that for purposes of analysis may be considered reasonably comparable
to those of Illumina. None of the selected companies is directly comparable to
Illumina.
No representation or warranty, express or implied, is made in relation to the
accuracy or completeness of the information presented herein or its suitability
for any particular purpose. The Advisors have not conducted any evaluation or
appraisal of any assets or liabilities of Illumina or any other person referred
to in these Discussion Materials. These Discussion Materials speak only as of
the date given and these Discussion Materials are necessarily based upon
information available to the Advisors, and financial, stock market and other
conditions and circumstances existing and disclosed to the Advisors, as of the
date of these Discussion Materials. The Advisors do not undertake and have no
obligation to update or otherwise revise the information in these Discussion
Materials. The Advisors do not provide legal, tax or accounting advice and
nothing herein shall be construed as such advice.
Greenhill has provided certain financial advisory services to the Company and
its affiliates, including with respect to the Company's acquisition of Illumina,
and Greenhill may provide services to the Company and its affiliates or Illumina
in the future. Citi has provided certain financial advisory services to the
Company and its affiliates, including with respect to the Company's acquisition
of Illumina, and Citi may provide services to the Company and its affiliates or
Illumina in the future.
Under the terms of each of the Advisors' engagement with the Company, the
Company agreed to pay each of the Advisors usual and customary financial
advisory fees which are contingent upon the Company's acquisition of Illumina.
In addition, the Company has agreed to reimburse the Advisors for the respective
reasonable travel and other out-of-pocket expenses incurred by such Advisors,
including the fees and expenses of legal counsel, and to indemnify the Advisors
and their respective related parties against liabilities relating to or arising
out of the Advisors' engagement.
[GRAPHIC OMITTED]
2
|