San Diego Business Journal

Illumina CEO Urges Stockholders to Hold Off on Taking Action on Takeover Bid, as Roche Seeks Control of Board

Wednesday, February 1, 2012

Illumina Inc. President and CEO Jay Flatley on Jan. 31 again urged stockholders to “take no action at this time” on Swiss drugmaker Roche’s attempt to acquire the San Diego life science company.

Roche on Jan. 27 made a tender offer to buy all of Illumina’s outstanding stock for $44.50 per share in cash, or a total of $5.7 billion.

The offer represents a 64 percent premium over Illumina’s stock price on Dec. 21, the day before market rumors about a potential transaction between Roche and Illumina drove Illumina’s stock price significantly higher.

Flatley’s latest public remarks come in response to Roche’s announcement Jan. 31 that it wants to take control of Illumina’s board.

Illumina confirmed on Jan. 31 that Roche has submitted a slate of four nominees for Illumina’s board of directors, and proposed five alternate nominees. Roche is seeking to increase the size of Illumina’s board from nine to 11 directors, with the newly-created directorships to be filled by candidates nominated by Roche.

According to Roche, “This approach allows stockholders to elect Roche-nominated directors comprising a majority of Illumina’s board.”

In a statement, Flatley said Illumina’s board is reviewing Roche’s Jan. 27 buyout proposal and “will advise stockholders of its formal position regarding the tender offer within 10 business days from that date. We continue to advise our stockholders to take no action at this time.”

Flatley said the current Illumina board is comprised of nine highly qualified directors, eight of whom are independent. Flatley is the ninth director. “Our highly qualified board will continue to act independently and in the best interests of stockholders.”

Goldman, Sachs & Co. and Bank of America Merrill Lynch are acting as financial advisors and Dewey & LeBoeuf LLP is acting as legal counsel to Illumina.

— Kelly Quigley