Roche-Illumina saga continues with offer extension
Roche extends its cash tender offer to March 23, 2012
BASEL, Switzerland—In the latest installment of its ongoingattempt at acquiring Illumina, Inc., Roche announced yesterday that it hasextended its cash tender offer to acquire all of Illumina's outstanding sharesof common stock at $44.50 per share. The tender offer, which was originallyscheduled to expire at 12:00 midnight Eastern Standard Time on Feb. 24, hasbeen extended, with a new expiration date of 6:00 p.m. Eastern Standard Time onMarch 23.
All the other terms and conditions for the offer remain thesame. Roche noted that as of the date and time of the original offerexpiration, approximately 102,165 shares of Illumina's stock, including 44,152shares guaranteed to be delivered within the next three NASDAQ trading days,had been tendered to Roche and not withdrawn pursuant to the offer.
Illumina was unsurprised by the extension, nor was it moved by the announcement.
"The extension by Roche was expected," the company noted ina press release in response to the extension. "An extremely low number ofshares have been tendered, consistent with our view – and that of ourstockholders – that Roche's offer does not reflect Illumina's unique leadershipposition, business performance and future prospects."
"We remain focused on continuing to develop breakthroughproducts that expand existing markets and create new ones. The potential of ourindustry is enormous, with major new markets emerging in medical diagnostics,reproductive health and cancer management," the company added.
The announcement came in about a month after the originalannouncement of Roche's tender offer of $44.50 per share for all of Illumina'soutstanding shares, for an aggregate of approximately $5.7 billion on a fullydiluted basis. So far, the situation seems to be at an impasse. On Jan. 26,Illumina announced the adoption of a stockholders rights agreement, a "poisonpill" defense against the hostile takeover bid, and on Feb. 7, the companyannounced that after reviewing Roche's offer, Illumina's board unanimouslyrejected the proposal, calling it "grossly inadequate." Since then, no moveshave been made by either company until the extension announcement, with Rocheseemingly prepared to continue extending the offer until it is accepted, andIllumina showing no signs of changing its mind regarding the offer.
Greenhill & Co., LLC and Citigroup Global Markets, Inc.have been brought on as Roche's financial advisors, and Davis Polk &Wardwell LLP has been brought on as its legal counsel. Goldman, Sachs & Co.and Bank of America Merrill Lynch have been serving as Illumina's financialcounsel throughout the ongoing acquisition attempt.