Illumina Signs Definitive Agreement to Acquire Solexa

November 13, 2006

Combination Creates Leading Provider of Advanced Genetic Analysis Solutions

SAN DIEGO & HAYWARD, Calif.--(BUSINESS WIRE)--Nov. 13,2006--Illumina, Inc. (NASDAQ: ILMN) and Solexa, Inc. (NASDAQ: SLXA)announced today that they have entered into a definitive mergeragreement under which Illumina will acquire Solexa in astock-for-stock merger. Under the merger agreement, which wasunanimously approved by the Boards of Directors of both companies,Solexa's stockholders will receive, subject to certain"collar"provisions, shares of Illumina common stock valued at $14.00per Solexa share, which represents a total equity consideration ofapproximately $600 million. In addition, Illumina has entered into adefinitive securities purchase agreement with Solexa in which Illuminahas agreed to invest $50 million in Solexa in exchange for newlyissued Solexa shares, subject to customary closing conditions.

Headquartered in Hayward, CA, with substantial operations inCambridge, England, Solexa has developed a proprietary, nextgeneration genetic analysis system for use in whole genome sequencing,targeted resequencing, digital gene expression and microRNA analysis.The market opportunity in sequencing is estimated at $1 billion,creating a market opportunity for the combined company in excess of$2.25 billion. Together, Illumina and Solexa will create the onlycompany with genome-scale technology for genotyping, gene expressionand sequencing, the three cornerstones of modern genetic analysis. Themerger is expected to:

  • Expand Illumina's genetic analysis product offering to include Solexa's next generation sequencing platform, the 1G Genome Analyzer;
  • Create the only company to offer both analog and digital gene expression, enhancing Illumina's rapidly emerging gene expression franchise;
  • Add to Illumina's emerging opportunity in molecular diagnostics and content discovery;
  • Dramatically increase Illumina's addressable markets;
  • Drive Solexa's manufacturing and commercialization;
  • Leverage Illumina's global sales and support infrastructure; and
  • Accelerate development of future products, leveraging the combination of core technologies.

"Illumina is at the forefront of advanced genetic analysis, withthe goal of providing the tools to understand the molecular basis ofdisease. This transaction adds next generation sequencing to our coretechnologies, allowing us to integrate the essential applications inmodern genetic analysis," said Jay Flatley, President and ChiefExecutive Officer of Illumina. "This unique genetic analysis portfolioaddresses the fastest growing segments of the life sciences market andwill speed our customers' quest to understand, cure and ultimatelyprevent disease."

Illumina and Solexa anticipate that the 1G Genome Analyzer andfuture products will enable researchers to conduct whole genomeresequencing, targeted resequencing and other applications atunparalleled throughput and costs, much as the BeadArray products haverevolutionized the genotyping field. This combination is expected toaccelerate the commercialization and market expansion of the 1Gthrough Illumina's worldwide direct sales and support network.Additionally, it will expand Illumina's penetration into complementarymarkets, similar to how its acquisition of CyVera provided access tothe lower multiplex, clinical diagnostics marketplace. Jointly, thecompanies' R&D teams will have the tools to integrate genotyping andsequencing in unique ways, as well as take advantage of the discoveryof novel content stemming from projects conducted on the companies'platforms in the research and clinical markets. The combination isexpected to allow Illumina to continue to drive industry-leadinggrowth rates and profitability, while simultaneously becoming a morecomprehensive supplier of tools to the life sciences industry.

John West, Chief Executive Officer of Solexa, who will be joiningIllumina as Senior Vice President and General Manager of theSequencing Business, said: "This transaction is expected to providesignificant benefits to Solexa stockholders, customers and employees.I am very excited about the opportunity that Solexa's combination withIllumina presents. Illumina brings proven business systems,world-class sales and support infrastructure and significantexperience in managing products poised for substantial growth. Iexpect these attributes will help rapidly deploy Solexa's nextgeneration sequencing platform. I am delighted to be joining theIllumina team and look forward to capturing the significant synergiesbetween our technologies and our companies. Together we expectto reach and exceed the milestone of the $100,000 genome."

Under the terms of the merger agreement, Solexa stockholders,option holders and warrant holders will receive newly issued shares ofIllumina common stock, options and warrants, respectively, for theirSolexa shares, options and warrants, in each case, based on anexchange ratio to be determined at closing. This exchange ratio willbe determined by dividing $14.00 by the volume weighted averagetrading price of Illumina common stock as reported by NASDAQ during 10randomly selected days during the 20-day trading period ending fivetrading days prior to closing of the merger (the "Illumina AveragePrice"). However, if the Illumina Average Price is equal to or greaterthan $47.30, then the exchange ratio will be fixed at 0.296, and ifthe Illumina Average Price is equal to or less than $40.70, then theexchange ratio will be fixed at 0.344.

Illumina, which is headquartered in San Diego, expects to maintainSolexa's operations in both California and Cambridge, and two membersof Solexa's Board of Directors will be joining the Illumina Board ofDirectors. The merger is subject to the approval of Illumina andSolexa stockholders and customary closing conditions, includingregulatory approvals, and is expected to close by the end of the firstquarter of 2007.

The transaction is expected to be modestly accretive in 2008 andsignificantly accretive thereafter. In addition, Illumina expects torealize cost synergies primarily through cost avoidance and Illumina'sability to leverage its selling, general and administrativeinfrastructure, including elimination of Solexa's public companyexpenses.

Illumina's earnings outlook for 2006 remains unchanged. Illuminaexpects to provide guidance for 2007, as well as any transactionaccounting impact, upon the closing of the transaction.

Merrill Lynch & Co. is acting as exclusive financial advisor toIllumina; Dewey Ballantine LLP is acting as legal counsel to Illuminain this transaction. Lazard Freres & Co. LLC is acting as exclusivefinancial advisor to Solexa; Cooley Godward Kronish LLP is acting aslegal counsel to Solexa.

Conference Call Details

Illumina and Solexa will host a joint conference call and webcastto discuss the merger at 8:30 a.m. EST on Monday, November 13, 2006.Interested parties may listen to the call by dialing 800-632-4306(passcode: 8114827) or if outside North America, by dialing +1973-935-8760 (passcode: 8114827). Individuals may access the livewebcast under the "Investors" tabs of the respective company websitesat and

Forward-Looking Statements

This release contains forward-looking statements that involverisks and uncertainties. Illumina and Solexa caution readers that anyforward-looking information is not a guarantee of future performanceand actual results could differ materially from those contained in theforward-looking information. Words such as "expect," "estimate,""project," "budget," "forecast," "anticipate," "intend," "plan,""may," "will," "could," "should," "believes," "predicts," "potential,""continue" and similar expressions are intended to identify suchforward-looking statements. Such forward looking statements include,but are not limited to, statements about the benefits of thetransaction between Illumina and Solexa, including future financialand operating results, the combined company's plans, objectives,expectations and intentions and other statements that are nothistorical facts.

Among the important factors that could cause actual results todiffer materially from those in any forward-looking statements are theability to obtain regulatory approvals of the transaction on theproposed terms and schedule; the failure of Illumina or Solexastockholders to approve the transaction; the failure of Illumina orSolexa to satisfy the other conditions to the transaction; the riskthat the businesses will not be integrated successfully; the risk thatthe anticipated synergies and benefits from the transaction may not befully realized or may take longer to realize than expected; disruptionfrom the transaction making it more difficult to maintainrelationships with customers, employees or suppliers; competition andits effect on pricing, spending, third-party relationships andrevenues. Additional important factors that may affect future resultsare detailed in Illumina's and Solexa's filings with the Securitiesand Exchange Commission (the "SEC"), including their recent filings onForms 10-K and 10-Q, or in information disclosed in public conferencecalls, the date and time of which are released beforehand. Illuminaand Solexa disclaim any intent or obligation to update theseforward-looking statements beyond the date of this release.

Additional Information about this Transaction

In connection with the proposed merger, Illumina will file withthe SEC a Registration Statement on Form S-4 that will include a jointproxy statement of Illumina and Solexa that also constitutes aprospectus of Illumina. Illumina and Solexa will mail the joint proxystatement/prospectus to their respective stockholders. Investors andsecurity holders are urged to read the joint proxystatement/prospectus regarding the proposed merger when it becomesavailable because it will contain important information. You mayobtain a free copy of the joint proxy statement/prospectus (when it isavailable) and other related documents filed by Illumina and Solexawith the SEC at the SEC's website at The joint proxystatement/prospectus (when it is available) and the other documentsmay also be obtained for free by accessing Illumina's website at under the tab "Investors" and then under the heading"SEC Filings" or by accessing Solexa's website at underthe tab "Investors" and then under the heading "SEC Documents".

Participants in this Transaction

Illumina and Solexa and their respective directors, executiveofficers and certain other members of management and employees may besoliciting proxies from stockholders in favor of the merger.Information regarding the persons who may, under the rules of the SEC,be considered participants in the solicitation of the stockholders inconnection with the proposed merger will be set forth in the jointproxy statement/prospectus when it is filed with the SEC. You can findinformation about Illumina's executive officers and directors inIllumina's definitive proxy statement filed with the SEC on April 26,2006. You can find information about Solexa's executive officers anddirectors in their definitive proxy statement filed with the SEC onAugust 31, 2006. You can obtain free copies of these documents fromIllumina or Solexa using the contact information below.

About Illumina

Illumina ( develops and markets next-generationtools for the large-scale analysis of genetic variation and function.Illumina's proprietary BeadArray technology -- now used in leadinggenomics centers around the world -- provides the throughput, costeffectiveness and flexibility necessary to enable researchers in thelife sciences and pharmaceutical industries to perform the billions oftests necessary to extract medically valuable information fromadvances in genomics and proteomics. This information will help pavethe way to personalized medicine by correlating genetic variation andgene function with particular disease states, enhancing drugdiscovery, allowing diseases to be detected earlier and morespecifically, and permitting better choices of drugs for individualpatients.

About Solexa

Solexa is developing and commercializing the Solexa GenomeAnalysis System, which will be used to perform a range of analysesincluding whole genome resequencing, gene expression analysis andsmall RNA analysis. Solexa expects its first-generation instrument,the 1G Genome Analyzer, to generate over a billion bases of DNAsequence per run and to enable human genome resequencing below$100,000 per sample, making it the first platform to reach thisimportant milestone. Solexa's longer-term goal is to reduce the costof human re-sequencing to a few thousand dollars for use in a widerange of applications from basic research through clinicaldiagnostics. For further information, please visit

CONTACT: Illumina, Inc.
President & Chief Executive Officer
Jay T. Flatley, 858-202-4567
Vice President & Chief Financial Officer
Christian O. Henry, 858-202-4508
Public Relations Manager
Maurissa Bornstein, 858-332-4055
Solexa, Inc.
Chief Executive Officer
John West, 510-670-9300
Chief Financial Officer
Linda Rubinstein, 510-670-9317

SOURCE: Illumina, Inc.