ITEM 8.01. OTHER EVENTS.
On November 1, 2018, Pacific Biosciences of California, Inc. (the Company) entered into an Agreement and Plan of Merger (the Merger
Agreement) with Illumina, Inc. (Illumina) and FC Ops Corp., a wholly owned subsidiary of Illumina (Merger Subsidiary). The Merger Agreement provides that, subject to the terms and conditions set forth therein, Merger
Subsidiary will merge with and into the Company (the Merger), with the Company surviving the Merger and becoming a wholly owned subsidiary of Illumina.
On June 18, 2019, the Competition and Markets Authority of the United Kingdom (CMA) announced the completion of its Phase 1 review of the
Merger and that it will refer the Merger for a Phase 2 review if the Company and Illumina are unable to address the CMAs concerns. The Company and Illumina will continue to work cooperatively with the CMA. The Company and Illumina expect the
Merger to be completed in the fourth quarter of 2019.
Consummation of the Merger is subject to certain conditions beyond the Companys control that
may prevent, delay, or otherwise adversely affect its completion. No assurance can be given that the required regulatory approvals will be obtained or that the required conditions to closing will be satisfied, and, even if all such approvals are
obtained and the conditions are satisfied, no assurance can be given as to the terms, conditions and timing of the approvals. For more information about the effects of a failure to complete the Merger, please refer to the Risk Factors
sections of our Annual Report on Form
10-K
for the year ended December 31, 2018 and our Quarterly Report on Form
10-Q
for the quarter ended March 31, 2019.
Legal Notice Regarding Forward-Looking Statements
All statements in this Form
8-K
that are not historical are forward-looking statements, including, among other things,
statements relating to the expected timing for the consummation of the Merger. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties, changes in circumstances and other factors
that are, in some cases, beyond the Companys control and could cause actual results to differ materially from the information expressed or implied by forward-looking statements made in this Form
8-K.
Factors that could materially affect actual results can be found in the Companys most recent filings with the Securities and Exchange Commission, including the Companys most recent reports on Forms
8-K,
10-K
and
10-Q,
and include those listed under the caption Risk Factors. The Company undertakes no obligation to
revise or update information in this Form
8-K
to reflect events or circumstances in the future, even if new information becomes available.