Illumina’s Board of Directors to Review Unsolicited Tender Offer from Roche
January 27 2012 - 10:13AM
Business Wire
Illumina, Inc. (NASDAQ:ILMN) (“the Company”), a leading
developer, manufacturer, and marketer of life science tools and
integrated systems for the analysis of genetic variation and
function, today confirmed that Roche (RHHBY.PK) has commenced its
previously announced unsolicited tender offer to acquire all of the
outstanding shares of Illumina’s common stock for $44.50 per share
in cash.
As indicated following Roche’s announcement of its proposal on
January 24, 2012, Illumina’s Board of Directors, consistent with
its fiduciary duties and in consultation with its financial and
legal advisors, will thoroughly review the offer to determine a
course of action that it believes is in the best interests of
Illumina stockholders. The Board intends to advise stockholders of
its formal position regarding the tender offer within ten business
days by making available to stockholders and filing with the
Securities and Exchange Commission a solicitation/recommendation
statement on Schedule 14D-9. Illumina’s stockholders are advised to
take no action at this time pending the review of the tender offer
by the Company’s Board.
Illumina reaffirmed the preliminary unaudited fourth quarter and
2011 fiscal year financial results disclosed at the JP Morgan
Healthcare Conference on January 10, 2012, including fourth quarter
revenue of approximately $250 million and fourth quarter estimated
pro forma earnings of $0.34 per share. Also as disclosed at the JP
Morgan Healthcare Conference, the Company reaffirmed its
expectation that it will meet or exceed equity analyst estimates
for 2012 and will resume providing guidance on its fourth quarter
earnings call.
In light of the commencement of Roche’s unsolicited tender
offer, Illumina also announced that it will postpone its previously
scheduled fourth quarter and fiscal year 2011 earnings announcement
and related conference call with analysts, investors, and other
interested parties. The Company expects to issue fourth quarter and
2011 full year financial results concurrent with the Board’s
completion of its review of Roche’s unsolicited tender offer and
the issue of its recommendation.
Goldman, Sachs & Co. and Bank of America Merrill Lynch are
acting as financial advisors and Dewey & LeBoeuf LLP is acting
as legal counsel to Illumina.
About Illumina
Illumina (www.illumina.com) is a leading developer,
manufacturer, and marketer of life science tools and integrated
systems for the analysis of genetic variation and function. We
provide innovative sequencing and array-based solutions for
genotyping, copy number variation analysis, methylation studies,
gene expression profiling, and low-multiplex analysis of DNA, RNA
and protein. We also provide tools and services that are fueling
advances in consumer genomics and diagnostics. Our technology and
products accelerate genetic analysis research and its application,
paving the way for molecular medicine and ultimately transforming
healthcare.
FORWARD-LOOKING
STATEMENTS
This communication may contain statements that are forward
looking. Forward-looking statements are subject to known and
unknown risks and uncertainties and are based on potentially
inaccurate assumptions that could cause actual results to differ
materially from those expected or implied by the forward-looking
statements. Among the important factors that could cause actual
results to differ materially from those in any forward-looking
statements are (i) our ability to develop and commercialize further
our sequencing, BeadArray™, VeraCode®, Eco™, and consumables
technologies and to deploy new sequencing, genotyping, gene
expression, and diagnostics products and applications for our
technology platforms, (ii) our ability to manufacture robust
instrumentation and consumables, and (iii) significant uncertainty
concerning government and academic research funding worldwide as
governments in the United States and Europe, in particular, focus
on reducing fiscal deficits while at the same time confronting
slowing economic growth; (iv) risks and uncertainties relating to
the possible transaction; and (v) other factors detailed in our
filings with the Securities and Exchange Commission, including our
most recent filings on Forms 10-K and 10-Q, or in information
disclosed in public conference calls, the date and time of which
are released beforehand. We undertake no obligation, and do not
intend, to update these forward-looking statements.
ADDITIONAL INFORMATION
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities. Illumina may file
a solicitation/recommendation statement on Schedule 14D-9 with the
U.S. Securities and Exchange Commission (“SEC”). Any
solicitation/recommendation statement filed by Illumina that is
required to be mailed to stockholders will be mailed to
stockholders of Illumina. INVESTORS AND STOCKHOLDERS OF ILLUMINA
ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
stockholders will be able to obtain free copies of these documents
(if and when available) and other documents filed with the SEC by
Illumina through the web site maintained by the SEC at
http://www.sec.gov. In addition, Illumina may file a proxy
statement with the SEC. Any definitive proxy statement will be
mailed to stockholders of Illumina. INVESTORS AND SECURITY HOLDERS
OF ILLUMINA ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH
THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders will be able to obtain free copies of these
documents (if and when available) and other documents filed with
the SEC by Illumina through the web site maintained by the SEC at
http://www.sec.gov.
In addition, this document and other materials related to
Roche’s unsolicited proposal may be obtained from Illumina free of
charge by directing a request to Illumina, Inc., Attn: Investor
Relations, Kevin Williams, MD, kwilliams@illumina.com.
CERTAIN INFORMATION REGARDING
PARTICIPANTS
Illumina and certain of its respective directors and executive
officers may be deemed to be participants under the rules of the
SEC. Security holders may obtain information regarding the names,
affiliations and interests of Illumina’s directors and executive
officers in Illumina’s Annual Report on Form 10-K for the year
ended January 2, 2011, which was filed with the SEC on February 28,
2011, and its proxy statement for the 2011 Annual Meeting, which
was filed with the SEC on March 24, 2011. These documents can be
obtained free of charge from the sources indicated above.
Additional information regarding the interests of these
participants in any proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will also be included in any proxy statement and other relevant
materials to be filed with the SEC if and when they become
available.
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