ILMN Illumina Inc

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

Illumina, Inc.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Charles E. Dadswell

Senior Vice President, General Counsel and Secretary

5200 Illumina Way

San Diego, CA 92122

(858) 202-4500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Andrew J. Pitts

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

(212) 474-1000

Calculation of Filing Fee

The product of (i) $1.97527, the book value of the CVRs on October 3, 2021, and (ii) 381,470,749, the maximum number of CVRs that could be accepted for exchange in the Exchange Offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

SCHEDULE TO

This Tender Offer Statement on Schedule TO (this “Tender Offer Statement”) relates to an offer (the “Exchange Offer”) by Illumina, Inc., a Delaware corporation (the “Company”), to exchange newly issued shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), or cash, on the terms and subject to the conditions described in the offer to exchange, dated November 15, 2021 (as the same may be amended from time to time, the “Offer to Exchange”), filed as Exhibit (a)(1)(A) hereto, and in the related letter of transmittal (as the same may be amended from time to time, the “Letter of Transmittal”), filed as Exhibit (a)(1)(B) hereto, for any and all outstanding contingent value rights (“CVRs”) issued pursuant to the Contingent Value Rights Agreement, dated as of August 18, 2021 (the “CVR Agreement”), among the Company, Computershare Trust Company, N.A., a federally chartered trust company, as Trustee, and Shareholder Representative Services LLC, a Colorado limited liability company, as Holder Representative.

This Tender Offer Statement is intended to satisfy the reporting requirements of Rule 13e-4 under the Securities Exchange Act of 1934, as amended. The information contained in the Offer to Exchange and the related Letter of Transmittal is incorporated by reference herein in response to all of the items of this Schedule TO, as more particularly described below.

The information set forth under the heading “Summary Term Sheet” in the Offer to Exchange is incorporated by reference herein.

(a)    Name and Address. The name of the Company and the address and telephone number of its principal executive offices are as follows:

Illumina, Inc.

5200 Illumina Way

San Diego, CA 92122

(858) 202-4500

(b)    Securities. The information set forth on the front cover page of the Offer to Exchange is incorporated by reference herein.

(c)    Trading Market and Price. The information with respect to the CVRs set forth in the Offer to Exchange under the heading “Market Price and Dividend Information” is incorporated by reference herein.

(a) Name and Address. The filing person is the Company. The business address and telephone number of the Company are as set forth under Item 2(a) above and are incorporated by reference herein.

Pursuant to Instruction C to Schedule TO, the following persons are the directors and/or executive officers of the Company:

The business address and telephone number of each of the above directors and executive officers is c/o Illumina, Inc., Illumina Way, San Diego, CA 92122, telephone number (858) 202-4500.

Directors and executive officers have the option to participate in the Company’s 2015 Stock and Incentive Plan (filed as Exhibit 10.11 to the Company’s Annual Report on Form 10-K, filed on February 17, 2021, and incorporated by reference herein). The 2015 Stock and Incentive Plan allows the Company to grant common stock and stock units, stock options, stock appreciation rights, cash incentives and performance-related awards to plan participants. The term of the 2015 Stock and Incentive Plan ends January 29, 2025. This description of the 2015 Stock and Incentive Plan is qualified in its entirety by reference to the actual text of the 2015 Stock and Incentive Plan.

(a)    Material Terms. The information set forth in the Offer to Exchange under the headings “Summary Term Sheet,” “Questions and Answers About the Exchange Offer,” “The Exchange Offer,” “Material U.S. Federal Income Tax Considerations” and “Comparison of Rights Between the CVRs and the Common Stock” is incorporated by reference herein.

(b)    Purchases. To the Company’s knowledge, no director, executive officer or affiliate of the Company beneficially owns any CVRs. Therefore, no such persons will participate in the Exchange Offer. The Company does not consider any executive officers of GRAIL LLC, a wholly owned subsidiary of the Company with no board of directors, to be affiliates of the Company for these purposes. The information set forth in the Offer to Exchange under the heading “Ownership of CVRs and Transactions Involving CVRs” is incorporated by reference herein.

(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Offer to Exchange under the headings “Summary Term Sheet,” “The Exchange Offer” and “Comparison of Rights Between the CVRs and the Common Stock” is incorporated by reference herein.

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(a) Purposes. The information set forth in the Offer to Exchange under the heading “Questions and Answers about the Exchange Offer—What is the purpose of the Exchange Offer?” is incorporated by reference herein.

(b) Use of Securities Acquired. The CVRs acquired in the Exchange Offer will be cancelled. The information set forth in the Offer to Exchange under the heading “The Exchange Offer—Tender of CVRs; Acceptance of CVRs” is incorporated by reference herein.

(c) Plans. The Company does not have any plans, proposals or negotiations that relate to or would result in the items described in Item 1006(c) of Regulation M-A.

(a)    Source of Funds. The information set forth in the Offer to Exchange under the heading “The Exchange Offer—Source and Amount of Funds” is incorporated by reference herein.

(b)    Conditions. Not applicable.

(d)    Borrowed Funds. Not applicable.

(a)    Securities Ownership. The information set forth in the Offer to Exchange under the heading “Ownership of CVRs and Transactions Involving CVRs” is incorporated by reference herein.

(b)    Securities Transactions. In the 60 days preceding the date of this Tender Offer Statement, there have been no purchase or sale transactions in the CVRs by (1) the Company; (2) any executive officer, director, affiliate or subsidiary of the Company or (3) any executive officer or director of any subsidiary of the Company. The information set forth in the Offer to Exchange under the heading “Ownership of CVRs and Transaction Involving CVRs” is incorporated by reference herein.

(a) We have not employed or retained and will not pay any commission or other remuneration to any broker, dealer, salesperson or other person for making recommendations and soliciting tenders of CVRs. The information set forth in the Offer to Exchange under the heading “The Exchange Offer—Terms of the Exchange Offer” is incorporated by reference herein.

(a) Financial Information

(b) Pro Forma Information.

(a) Agreements, Regulatory Requirements and Legal Proceedings.

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(c) Other Material Information. Not applicable.

Not applicable.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 15, 2021