Urges Stockholders Not to Tender Shares And To Support Illumina
Directors At Annual Meeting
SAN DIEGO--(BUSINESS WIRE)--Apr. 2, 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, today announced that its Board of
Directors has, after careful review and consideration together with its
financial and legal advisors, unanimously rejected Roche’s revised offer
to acquire Illumina for $51.00 per share in cash. Accordingly, Illumina
urges its stockholders not to tender any shares and, in connection with
the Annual Meeting to be held on April 18, to vote the WHITE CARD in
support of Illumina’s directors and against Roche’s additional proposals.
The full text of a letter sent today to Roche from Illumina’s President
and CEO Jay Flatley follows below:
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Mr. Franz B. Humer
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Chairman
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Roche Holding Ltd
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CH-4070 Basel
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Switzerland
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Dear Franz:
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I am in receipt of your March 29th letter outlining your
revised offer to acquire all outstanding shares of Illumina for $51
per share in cash. Our Board of Directors, together with our
financial and legal advisors, met on March 31 and again on April 2
to review and consider the revised offer and unanimously determined
that it dramatically undervalues Illumina and does not adequately
reflect Illumina’s singular position in an industry poised for
extraordinary growth. Accordingly, we are advising our stockholders
that your revised offer is not in their best interests and not to
tender any shares.
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As you have noted in Roche’s own presentations to investors,
Illumina “has strong revenue generation, strong profit generation,
strong cash generation and a very good track record of delivering
continual upgrades in technology to the marketplace.” We agree, and
our Board remains confident in the ability of Illumina’s management
team to continue executing against our opportunities.
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Our Board remains of the opinion that Roche has made an
opportunistic offer, fully aware that even the revised offer does
not reflect the intrinsic strength or future prospects of Illumina.
We are committed to acting in the best interests of all our
stockholders and believe that Illumina’s strategic plan, executed
independently, will create stockholder value significantly greater
than what you have proposed.
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Sincerely,
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Jay T. Flatley
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President & CEO
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cc: Board of Directors of Illumina
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Goldman, Sachs & Co. and BofA Merrill Lynch are acting as financial
advisors and Dewey & LeBoeuf LLP is acting as legal counsel to Illumina.
About Illumina
Illumina (www.illumina.com)
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.
FORWARD-LOOKING STATEMENTS
This communication may contain statements that are forward-looking.
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, (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) business disruptions associated with the tender
offer commenced by CKH Acquisition Corporation, a wholly owned
subsidiary of Roche Holding Ltd, and (v) other factors detailed in our
filings with the U.S. Securities and Exchange Commission (“SEC”),
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. Illumina undertakes no obligation, and
does not intend, to update these forward-looking statements.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication does not constitute an offer to buy or a solicitation
of an offer to sell any securities. In response to the tender offer
commenced by CKH Acquisition Corporation, a wholly owned subsidiary of
Roche Holding Ltd, Illumina has filed a solicitation/recommendation
statement on Schedule 14D-9 with the SEC. INVESTORS AND SECURITY HOLDERS
OF ILLUMINA ARE URGED TO READ THE SOLICITATION/RECOMMENDATION STATEMENT
AND OTHER DOCUMENTS FILED WITH THE SEC (WHEN THEY BECOME AVAILABLE)
CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
Investors and security holders are able to obtain free copies of these
documents and other documents filed with the SEC by Illumina (when they
become available) through the web site maintained by the SEC at http://www.sec.gov.
Investors and security holders also are able to obtain free copies of
these documents, and other documents filed with the SEC by Illumina
(when they become available), from Illumina by directing a request to
Illumina, Inc., Attn: Investor Relations, Kevin Williams, MD, kwilliams@illumina.com.
In addition, in connection with its 2012 Annual Meeting of Stockholders,
Illumina has filed a definitive proxy statement and a WHITE proxy card
with the SEC on March 19, 2012, and has mailed the definitive proxy
statement and WHITE proxy card to its security holders. INVESTORS AND
SECURITY HOLDERS OF ILLUMINA ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT AND THE WHITE PROXY CARD FOR THE 2012 ANNUAL MEETING OF
STOCKHOLDERS AND OTHER DOCUMENTS FILED WITH THE SEC (WHEN THEY BECOME
AVAILABLE) CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. Investors and security holders are able to obtain free
copies of the definitive proxy statement and other documents filed with
the SEC by Illumina (when they become available) through the web site
maintained by the SEC at http://www.sec.gov.
Investors and security holders also are able to obtain free copies of
the definitive proxy statement, and other documents filed with the SEC
by Illumina (when they become available), from Illumina by directing a
request to Illumina, Inc., Attn: Investor Relations, Kevin Williams, MD, kwilliams@illumina.com.
CERTAIN INFORMATION REGARDING PARTICIPANTS IN THE SOLICITATION
Illumina and certain of its directors and executive officers may be
deemed to be participants in the solicitation of proxies in connection
with Illumina’s 2012 Annual Meeting of Stockholders under the rules of
the SEC. Security holders may obtain information regarding the names,
affiliations and direct and indirect interests (by security holdings or
otherwise) of Illumina’s directors and executive officers in
(i) Illumina’s Annual Report on Form 10-K for the year ended January 1,
2012, which was filed with the SEC on February 24, 2012, and
(ii) Illumina’s definitive proxy statement for its 2012 Annual Meeting
of Stockholders, which was filed with the SEC on March 19, 2012. To the
extent that Illumina’s directors’ and executive officers’ holdings of
Illumina’s securities have changed from the amounts printed in the
definitive proxy statement for the 2012 Annual Meeting of Stockholders,
such changes have been or will be reflected on Statements of Changes in
Beneficial Ownership on Form 4 filed with the SEC. These documents can
be obtained free of charge from the sources indicated above.
Source: Illumina, Inc.
Investors:
Illumina
Kevin Williams, MD, 858-332-4989
or
Innisfree
M&A Incorporated
Scott Winter, 212-750-5833
or
Media:
Sard
Verbinnen & Co
Matt Benson, 415-618-8750
or
Cassandra
Bujarski, 310-201-2040
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