Mergers and Acquisitions

Roche announced that it has made multiple efforts to engage with Illumina in order to reach a negotiated transaction, but Illumina has been unwilling to participate in substantive discussions. Roche has therefore decided to promptly commence a tender offer to purchase all of the outstanding shares of common stock of Illumina for $44.50 per share in cash.
* On January 27, 2012, Roche responded to an announcement from Illumina, Inc. that its Board of Directors has adopted a shareholder rights plan. Although not unexpected, Roche is disappointed that the Illumina Board of Directors has been unwilling to participate in substantive discussions with Roche regarding a negotiated transaction and has instead adopted this shareholder rights plan in response to the offer to acquire Illumina.
* On February 7, 2012, Illumina announced that its Board of Directors thoroughly reviewed Roche’s unsolicited tender offer with the assistance of its financial and legal advisors and unanimously determined that the $44.50 per share cash offer is grossly inadequate in multiple respects, dramatically undervalues Illumina and is contrary to the best interests of Illumina’s stockholders. Accordingly, the Board recommends that stockholders not tender any of their shares to Roche. The Board believes that the offer is inadequate and dramatically undervalues Illumina because it does not reflect the underlying value of Illumina’s assets, operations and prospects, including its industry-leading position and growth opportunities. The Board believes that Illumina has a robust and compelling product portfolio in the life sciences tools industry, with over 2,300 peer-reviewed sequencing-related publications and more than 8,000 peer-reviewed publications using Illumina technology. Globally, the Board believes that approximately 90% of the world’s sequencing output is produced on Illumina instruments.
* On February 27, 2012, Roche announced that it has extended its cash tender offer to acquire all outstanding shares of Illumina, Inc. at a price of $44.50 per share, to 6:00 p.m., New York City time, on March 23, 2012.
* On March 13, 2012, Roche has announced that it has received a request for additional information, often referred to as a “second request,” from the Federal Trade Commission in connection with Roche’s proposed acquisition of Illumina, Inc. The second request was issued pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.The second request seeks additional information regarding Roche’s microarray business. The effect of the second request is to extend the waiting period imposed by the HSR Act until 10 days after Roche has substantially complied with the second request, unless that period is extended voluntarily by Roche or terminated sooner by the FTC.
* On March 20, 2012, Roche announced that it filed its definitive proxy statement and sent a letter to shareholders of Illumina,  urging them to tender their shares into Roche’s offer and vote for Roche’s independent director nominees and other proposals at the 2012 Illumina annual meeting to be held on 18 April 2012.
* On March 29, 2012, Roche announced that it has increased its offer price to $51 per share in cash. All other terms and conditions of the tender offer remain unchanged.
* On April 3, 2012, Roche announced that the company is disappointed that Illumina’s Board of Directors has rejected its increased $51.00 cash offer.
* On April 4, 2012, Roche sends second letter to Illumina shareholders urging them to tender their shares into Roche’s increased offer and vote for Roche’s independent director nominees and other proposals at the 2012 Illumina annual meeting to be held on 18 April 2012.
* On April 11, 2012, Roche announced it has sent an open letter to shareholders of Illumina,  urging them to vote the GOLD proxy card for Roche’s independent director nominees and other proposals at the 2012 Illumina annual meeting to be held on 18 April 2012.
* On April 18, 2012, Roche announced it has decided not to extend its $51.00 cash tender offer for all the shares of Illumina.