BASEL, Switzerland—In keeping with its previous announcementregarding its attempts at acquiring Illumina, Inc., Roche has nominated a slateof four independent candidates for election to Illumina's Board of Directors,and will present the candidates and other matters for consideration byIllumina's shareholders at Illumina's 2012 annual meeting. Five alternatenominees have also been named, and if the candidates and other matters areadopted—such as increasing the size of the board from nine directors to elevendirectors—the Roche-nominated directors will comprise a majority of Illumina'sboard.
Severin Schwan, Chief Executive Officer of Roche Group,noted that the company's "strong preference remains to engage in a constructivedialogue with Illumina to jointly develop an optimal strategy for maximizingvalue for Illumina shareholders and our combined business," adding that"Despite our repeated attempts, Illumina has been unwilling to participate insubstantive discussions regarding a negotiated transaction."
"Our proposed slate of directors is composed ofwell-qualified and distinguished executives who we believe, if elected, willact in the best interest of Illumina's shareholders," said Schwan in a pressrelease. "We believe that the proposed directors will carefully review thevalue represented by Roche's offer and ensure that Illumina acts in the bestinterests of its shareholders."
Though Illumina posted its own announcement confirming thatRoche had made the aforementioned nominations, Illumina has not made anycomments regarding the nominations other than to note in a press release thatthe current board of directors is "comprised of nine highly qualifieddirectors, eight of whom are independent." The ninth is Jay Flatley, Illumina'sPresident and Chief Executive Officer, who said that "our highly qualifiedBoard will continue to act independently and in the best interests of stockholders."Other than that announcement, Illumina has merely reiterated its previousadvice for its shareholders.
"As previously announced, our Board is reviewing the tenderoffer launched by Roche on January 27," said Flatley in a press release. "TheBoard will advise stockholders of its formal position regarding the tenderoffer within ten business days from that date. We continue to advise ourstockholders to take no action at this time."
Roche's tender offer consisted of a proposed price of $44.50per share in cash, for an aggregate total of approximately $5.7 billion on afully diluted basis. The price represents a 64-percent premium over Illumina'sclosing price on December 21, 2011. Should the acquisition go through, Rocheintends to combine Illumina with its Roche Applied Sciences business and movethe headquarters to San Diego.
