January 27, 2012: Roche has offered to acquire all outstanding shares of Illumina, Inc, a specialist in integrated systems for DNA sequencing, for $44.50 per share in cash, or an aggregate of about $5.7 billion on a fully diluted basis. The offer represents a 64% premium over Illumina’s stock price on December 21, 2011, the day before market rumours about a potential transaction between Roche and Illumina drove Illumina’s stock price significantly higher, and a 61% premium over the one-month historical average of Illumina’s share price, as of December 21.
Roche said that together, the capabilities of its Diagnostics Division and Illumina, would strengthen Roche’s position in sequencing and microarrays to address the growing demand for genetic/genomic solutions. In addition, it said its extensive diagnostics experience and global presence would help accelerate the transition of DNA sequencing into clinical and routine diagnostics. DNA sequencing is expected to help to discover complex biomarkers that could become companion diagnostics and be paired with specific treatments in the long term.
Severin Schwan, CEO of Roche Group, commented: “Roche’s all-cash offer of $44.50 per share represents full and fair value for Illumina and we expect that Illumina’s shareholders will welcome the opportunity to sell their shares at a significant premium to current market prices. It is our strong preference to enter into a negotiated transaction with Illumina, and we remain willing to engage in a constructive dialogue with Illumina to jointly develop an optimal strategy for maximising the value of our combined business.”
Roche has made several efforts to reach a negotiated transaction with Illumina, which to date has not participated in substantive discussions. Roche therefore decided to commence a tender offer to purchase all of the outstanding shares of common stock of Illumina. In addition, Roche will nominate independent candidates for election to Illumina’s Board of Directors and propose certain other matters for the consideration of Illumina’s shareholders at Illumina’s 2012 annual meeting, which, if adopted, would result in Roche-nominated directors comprising a majority of the Illumina board.
Roche intends to combine its existing Roche Applied Science business with Illumina and move the business area’s headquarters to San Diego, California, USA. Roche also plans to maintain operations in Penzberg, Germany, the current headquarters of Roche Applied Science.
Roche’s offer will be subject to customary conditions, including the tender of a majority of Illumina’s shares of common stock. The offer will be financed from available cash on Roche’s balance sheet and borrowings under its credit facilities and therefore will not require a financing condition.
- RSS Feed
