Illumina Comments on Roche’s Unsolicited Tender Offer Extension
February 27 2012 - 1:35AM
Business Wire
Illumina, Inc. (NASDAQ: ILMN), a leading developer,
manufacturer, and marketer of life science tools and integrated
systems for the analysis of genetic variation and function, today
issued the following statement regarding Roche’s decision to extend
its unsolicited tender offer to acquire all outstanding shares of
Illumina for $44.50 in cash per common share:
“The extension by Roche was expected. An extremely low number of
shares have been tendered, consistent with our view – and that of
our stockholders – that Roche’s offer does not reflect Illumina’s
unique leadership position, business performance and future
prospects.
“We remain focused on continuing to develop breakthrough
products that expand existing markets and create new ones. The
potential of our industry is enormous, with major new markets
emerging in medical diagnostics, reproductive health and cancer
management.”
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, (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) business disruptions associated
with the tender offer commenced by CKH Acquisition Corporation, a
wholly owned subsidiary of Roche Holding Ltd, and (v) other
factors detailed in our filings with the U.S. Securities and
Exchange Commission (“SEC”), 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. Illumina undertakes no obligation, and does not intend,
to update these forward-looking statements.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication does not constitute an offer to buy or a
solicitation of an offer to sell any securities. In response to the
tender offer commenced by CKH Acquisition Corporation, a wholly
owned subsidiary of Roche Holding Ltd, Illumina has filed a
solicitation/recommendation statement on Schedule 14D-9 with the
SEC. INVESTORS AND SECURITY HOLDERS OF ILLUMINA ARE URGED TO READ
THE SOLICITATION/RECOMMENDATION STATEMENT AND OTHER DOCUMENTS FILED
WITH THE SEC (WHEN THEY BECOME AVAILABLE) CAREFULLY IN THEIR
ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and
security holders will be able to obtain free copies of these
documents and other documents filed with the SEC by Illumina (when
they become available) through the web site maintained by the SEC
at http://www.sec.gov. Investors and security holders also will be
able to obtain free copies of these documents, and other documents
filed with the SEC by Illumina, from Illumina by directing a
request to Illumina, Inc., Attn: Investor Relations, Kevin
Williams, MD, kwilliams@illumina.com.
In addition, Illumina has filed a preliminary proxy statement
and a WHITE proxy card with the SEC on February 17, 2012, and will
file with the SEC, and mail to security holders of Illumina, a
definitive proxy statement and WHITE proxy card. INVESTORS AND
SECURITY HOLDERS OF ILLUMINA ARE URGED TO READ THE PRELIMINARY
PROXY STATEMENT, WHICH IS AVAILABLE NOW, AND THE DEFINITIVE PROXY
STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC (WHEN THEY BECOME
AVAILABLE) CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. Investors and security holders will be able
to obtain free copies of the preliminary proxy statement now, and
the definitive proxy statement and other documents filed with the
SEC by Illumina (when they become available) through the web site
maintained by the SEC at http://www.sec.gov. Investors and security
holders also will be able to obtain free copies of the preliminary
proxy statement now, and the definitive proxy statement and other
documents filed with the SEC by Illumina (when they become
available), from Illumina by directing a request to Illumina, Inc.,
Attn: Investor Relations, Kevin Williams, MD,
kwilliams@illumina.com.
CERTAIN INFORMATION REGARDING PARTICIPANTS IN THE
SOLICITATION
Illumina and certain of its directors and executive officers may
be deemed to be participants in the solicitation of proxies in
connection with Illumina’s 2012 Annual Meeting of Stockholders
under the rules of the SEC. Security holders may obtain information
regarding the names, affiliations and direct and indirect interests
(by security holdings or otherwise) of Illumina’s directors and
executive officers in (i) 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 (ii) Illumina’s
preliminary proxy statement for its 2012 Annual Meeting of
Stockholders, which was filed with the SEC on February 17, 2012. To
the extent that Illumina’s directors’ and executive officers’
holdings of Illumina’s securities have changed from the amounts
printed in the preliminary proxy statement for the 2012 Annual
Meeting of Stockholders, such changes have been or will be
reflected on Statements of Changes in Beneficial Ownership on Form
4 filed with the SEC. 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 when they become available.
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