Illumina, Inc. (NASDAQ: ILMN) today affirmed its commitment to
re-acquire GRAIL, a healthcare company focused on multi-cancer
early detection.
“This acquisition is procompetitive, and we have offered
far-reaching structural and behavioral remedies to address any
potential concerns. Illumina will continue to work with the
European Commission (EC) to ensure that it has the information and
assurances necessary to approve this transaction. We look forward
to presenting our position during the Phase II process,” said
Charles Dadswell, General Counsel for Illumina.
Illumina is also challenging the EC’s jurisdiction to
investigate the transaction under Article 22 of the European Union
(EU) Merger Regulation. The Commission reversed decades of merger
policy in asserting jurisdiction under Article 22 of the EU Merger
Regulation on April 19, 2021, seven months after the deal was
announced. Illumina has filed an action in the General Court of the
EU seeking annulment of the EC’s jurisdiction to review the
acquisition.
“The Commission’s unprecedented decision to assert jurisdiction
to review this transaction between two U.S.-based companies leaves
businesses around the world uncertain as to how the EU Merger
Regulation will be applied in the future,” said Dadswell.
Illumina’s re-acquisition of GRAIL means that millions of
citizens across the European Economic Area (EEA) will be able to
access life-saving early cancer screening years sooner. “When
people have access to early cancer detection, lives will be saved,”
said Francis deSouza, Chief Executive Officer of Illumina. “If this
acquisition does not proceed, GRAIL’s European roll-out will be
slower and the cost will be measured in the unnecessary loss of
life. Re-uniting GRAIL with Illumina will accelerate availability
of the GRAIL test by many years in the EEA and globally, saving
tens of thousands of lives, and leading to significant health care
cost savings.”
About Illumina
Illumina is improving human health by unlocking the power of the
genome. Our focus on innovation has established us as the global
leader in DNA sequencing and array-based technologies, serving
customers in the research, clinical and applied markets. Our
products are used for applications in the life sciences, oncology,
reproductive health, agriculture and other emerging segments. To
learn more, visit www.illumina.com and connect with us on Twitter,
Facebook, LinkedIn, Instagram, and YouTube.
Additional Information and Where to Find It
In connection with the proposed transaction, Illumina, Inc.
(“Illumina”) filed with the Securities and Exchange Commission (the
“SEC”) a registration statement on Form S-4 (File No. 333-250941)
(as amended, the “Registration Statement”), which includes a
prospectus with respect to Illumina’s common stock and contingent
value rights to be issued in the proposed transaction and a consent
solicitation statement of GRAIL, Inc. (“GRAIL”) in connection with
the proposed transaction (the “Consent Solicitation
Statement/Prospectus”). The Registration Statement was declared
effective by the SEC on February 9, 2021. The Consent Solicitation
Statement/Prospectus was first distributed to GRAIL stockholders on
or about February 17, 2021. On March 4, 2021, Illumina filed with
the SEC Prospectus Supplement No. 1 to the Consent Solicitation
Statement/Prospectus and a registration statement on Form S-4 (File
No. 333-253891) pursuant to Rule 462(b) of the Securities Act of
1933, as amended (the “462(b) Registration Statement”). The 462(b)
Registration Statement relates to the Registration Statement and
was declared effective automatically upon filing with the SEC.
Illumina may also file other documents with the SEC regarding the
proposed transaction. This document is not a substitute for the
Consent Solicitation Statement/Prospectus or the Registration
Statement or any other document which Illumina may file with the
SEC. INVESTORS AND SECURITY HOLDERS OF GRAIL ARE URGED TO READ THE
REGISTRATION STATEMENT, WHICH INCLUDES THE CONSENT SOLICITATION
STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE
FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and
security holders may obtain free copies of the Registration
Statement, which includes the Consent Solicitation
Statement/Prospectus, and other documents filed with the SEC by
Illumina through the website maintained by the SEC at www.sec.gov,
through Illumina’s Investor Relations page (investor.illumina.com)
or by writing to Illumina Investor Relations, 5200 Illumina Way,
San Diego, CA 92122.
No Offer or Solicitation
This communication is for informational purposes only and is not
intended to and does not constitute an offer to subscribe for, buy
or sell, or the solicitation of an offer to subscribe for, buy or
sell, or an invitation to subscribe for, buy or sell any securities
or a solicitation of any vote or approval in any jurisdiction, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in which such offer, invitation, sale or solicitation
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended, and otherwise in accordance with applicable law.
Cautionary Notes on Forward-Looking Statements
This communication contains “forward-looking statements” within
the meaning of the federal securities laws, including Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. In this context,
forward-looking statements often address expected future business
and financial performance and financial condition, and often
contain words such as “expect,” “anticipate,” “intend,” “plan,”
“believe,” “seek,” “see,” “will,” “would,” “may,” “target,” similar
expressions and variations or negatives of these words.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such as statements about the
consummation of the proposed transaction and the anticipated
benefits thereof. These and other forward-looking statements are
not guarantees of future results and are subject to risks,
uncertainties and assumptions that could cause actual results to
differ materially from those expressed in any forward-looking
statements, including the failure to consummate the proposed
transaction or to make any filing or take other action required to
consummate such transaction in a timely matter or at all. Important
risk factors that may cause such a difference include, but are not
limited to: (i) the proposed transaction may not be completed on
anticipated terms and timing, (ii) a condition to closing of the
transaction may not be satisfied, including obtaining regulatory
approvals, (iii) the potential impact of unforeseen liabilities,
future capital expenditures, revenues, costs, expenses, earnings,
synergies, economic performance, indebtedness, financial condition
and losses on the future prospects, business and management
strategies for the management, expansion and growth of Illumina’s
business after the consummation of the transaction, (iv) potential
adverse reactions or changes to business relationships resulting
from the announcement or completion of the transaction, (v) any
negative effects of the announcement, pendency or consummation of
the transaction on the market price of Illumina’s common stock and
on Illumina’s operating results, (vi) risks associated with
third-party contracts containing consent and/or other provisions
that may be triggered by the proposed transaction, (vii) the risks
and costs associated with the integration of, and the ability of
Illumina to integrate, GRAIL’s business successfully and to achieve
anticipated synergies, (viii) the risks and costs associated with
the development and commercialization of, and Illumina’s ability to
develop and commercialize, GRAIL’s products; (ix) the risk that
disruptions from the proposed transaction will harm Illumina’s
business, including current plans and operations, (x) legislative,
regulatory and economic developments, (xi) the other risks
described in the Consent Solicitation Statement/Prospectus that is
included in the Registration Statement, as well as in Illumina’s
most recent annual reports on Form 10-K and quarterly reports on
Form 10-Q and in the registration statement on Form S-1 filed with
the SEC by GRAIL on September 9, 2020, as amended on September 17,
2020, and (xii) management’s response to any of the aforementioned
factors.
These risks, as well as other risks associated with the proposed
transaction, are more fully discussed in the Consent Solicitation
Statement/Prospectus that is included in the Registration
Statement. While the list of factors presented here is, and the
list of factors presented in the Registration Statement are,
considered representative, no such list should be considered to be
a complete statement of all potential risks and uncertainties.
Unlisted factors may present significant additional obstacles to
the realization of forward-looking statements. Consequences of
material differences in results as compared with those anticipated
in the forward-looking statements could include, among other
things, business disruption, operational problems, financial loss,
legal liability to third parties and similar risks, any of which
could have a material adverse effect on Illumina’s financial
condition, results of operations, credit rating or liquidity.
Illumina does not assume any obligation to publicly provide
revisions or updates to any forward-looking statements, whether as
a result of new information, future developments or otherwise,
should circumstances change, except as otherwise required by
securities and other applicable laws.
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version on businesswire.com: https://www.businesswire.com/news/home/20210722005796/en/
Investors: Brian Blanchett 858.291.6421
IR@illumina.com
Media: Dr. Karen Birmingham EMEA: +44 7500 105665 US:
646.355.2111 kbirmingham@illumina.com
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