SAN DIEGO--(BUSINESS WIRE)--Jan. 26, 2012--
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 (the “Company”), announced today that
its Board of Directors (the “Board”) adopted a Rights Agreement,
pursuant to which one preferred stock purchase right will be distributed
as a dividend on each share of the Company’s common stock held of record
as of the close of business on February 6, 2012 (the “Rights”).
Initially, the Rights will be represented by the Company’s common stock
certificates, or by the registration of uncertificated shares of common
stock in the Company’s share register, and will not be exercisable.
The Rights Agreement, which is designed to deter coercive or otherwise
unfair takeover tactics, was adopted in response to the announcement by
Roche (RHHBY.PK) of its unsolicited acquisition proposal to acquire all
of the outstanding shares of Illumina’s common stock for $44.50 per
share in cash.
“Consistent with its fiduciary duties, the Illumina Board has taken this
action to ensure that our stockholders receive fair treatment and
protection in connection with any proposal or offer to acquire the
Company, including the proposal announced by Roche, and to provide
stockholders with adequate time to properly assess any such proposal or
offer without undue pressure while also safeguarding their opportunity
to realize the long-term value of their investment in the Company,” said
Jay Flatley, Chief Executive Officer of Illumina.
Under the Rights Agreement, with certain exceptions, if any person or
group becomes the beneficial owner of 15% or more of the Company’s
common stock (which, as provided in the Rights Agreement, includes stock
referenced in derivative transactions and securities), then each Right
not beneficially owned by such beneficial owner will entitle its holder
to purchase, at the Rights’ then-current exercise price, shares of the
Company’s common stock having a market value of twice the Rights’
then-current exercise price. In addition, with certain exceptions, if,
after any person or group has become a beneficial owner of 15% or more
of the Company’s common stock, the Company becomes involved in a merger
or other business combination, each Right will entitle its holder (other
than such 15% or more beneficial owner) to purchase, at the Right’s
then-current exercise price, common shares of the acquiring company
having a value of twice the Rights’ then-current exercise price.
Further details about the Rights Agreement will be contained in a Form
8-K to be filed with the Securities and Exchange Commission (the “SEC”)
by the Company.
Goldman, Sachs & Co. and Bank of America Merrill Lynch are acting as
financial advisors and Dewey & LeBoeuf LLP is acting as legal counsel to
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.
This communication may contain statements that are forward looking, as
that term is defined by the Private Securities Litigation Reform Act of
1995, as amended, or by the SEC in its rules, regulations and releases.
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
This communication does not constitute an offer to buy or solicitation
of an offer to sell any securities. No tender offer for the shares of
Illumina, Inc. (“Illumina”) has commenced at this time. If a tender
offer is commenced, 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, email@example.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.
Source: Illumina, Inc.
Kevin Williams, MD
Verbinnen & Co
Verbinnen & Co