BASEL, Switzerland—As is so often the case with unsolicited tender offers to acquire a company, otherwise known as the "hostile takeover," the first few days of the process tend to be hectic, and the tug-of-war between Roche and Illumina Inc. is no different. In this case, a Wednesday announcement that Roche was taking its offer to acquire Illumina straight to shareolders and Illumina's "hold tight" advice to them; a Thursday announcement that Illumina was instituted a stockholder rights agreement, often called a "poison pill," as a protective measure in the wake of Roche proposal; and today Roche's counter-response and Illumina's deepening entrenchment against the acquisition.
Roche noted today that "Although not unexpected," the company is disappointed thatIllumina's board of directors "has been unwilling to participate insubstantive discussions with Roche regarding a negotiated transaction and hasinstead adopted this shareholder rights plan in response to the offer toacquire Illumina."
Roche has reiterated that its all-cash offer represents "a substantial premium andRoche is confident that Illumina shareholders will see the value of the offer."
Roche says it firmly believes that its $5.7 billion offer delivers fulland fair value to Illumina shareholders, based on the current market outlook.
On Jan. 25, Roche announced an offer toacquire all outstanding shares of Illumina for $44.50 per share in cash, which was apremium of 64 percent over Illumina's closing stock price on Dec. 21, 2011, theday before market rumors about a potential transaction between Roche andIllumina drove Illumina's stock price significantly higher; a 61 percent premium overthe one-month historical average; and a 43 percent premium over the three-monthhistorical average of Illumina's share price.
For its part, Illumina also didn't say much new, but did say it with speediness,stockholders are advised to take no action at thistime pending the review of the tender offer by the company's board."
Roche has commenced its previouslyannounced unsolicited
tender offer to acquire all of the outstandingshares of Illumina's
common stock for $44.50 each.
Also, Illumina reported that, "
As indicated following Roche's announcement of itsproposal on Jan.y
24, 2012, Illumina's board of directors,consistent with its fiduciary
duties and in consultation with its financial andlegal advisors, will
thoroughly review the offer to determine a courseof action that it
believes is in the best interests of Illuminastockholders. The board
intends to advise stockholders of its formalposition regarding the
tender offer within ten business days by makingavailable to
stockholders and filing with the Securities andExchange Commission a
solicitation/recommendation statement on Schedule14D-9. Illumina's
Illumina reaffirmed the preliminary unauditedfourth quarter and 2011
fiscal year financial results that it disclosed at the JPMorgan Healthcare
Conference on Jan. 10, including fourthquarter revenue of
approximately $250 million and fourth quarterestimated pro forma
earnings of $0.34 per share. Also as disclosed atthe JP Morgan
Healthcare Conference, the company reaffirmed itsexpectation that it
will meet or exceed equity analyst estimates for2012 and will resume
providing guidance on its fourth quarter earningscall.
However, in light of the commencement of Roche'sunsolicited tender offer,
Illumina says that it will postpone itspreviously scheduled
fourth quarter and fiscal year 2011 earningsannouncement and related
conference call with analysts, investors andother interested parties.
Illumina says that it expects to issue fourth quarter and2011 full year financial
results "concurrent with the board's completion ofits review of Roche's
unsolicited tender offer and the issue of itsrecommendation"