Roche, a leader in research-focused healthcare with combined strengths in pharmaceuticals and diagnostics, issues statement statement regarding its pending offer for Illumina, Inc.
Severin Schwan, CEO, Roche Group, said: “We continue to believe that on the basis of the public information that has been available to us, our offer price of $51 per share is full, fair and extremely attractive by every conceivable financial metric. Illumina has to date not provided any quantitative support for their aggressive growth assumptions. We believe that their long term growth expectations are unrealistic and ignore the inherent and significant market and technology risks.”
Schwan continued, “As we have said earlier, if Illumina were to engage with us, we would consider any information supporting Illumina’s contention that our offer undervalues the company and its prospects. However, because Illumina has refused to enter into negotiations with us, our current analysis is by necessity based solely on publicly available information, and that information does not justify a price in excess of $51 per share. Our goal has always been to enter into a negotiated transaction with Illumina and we firmly believe that our present offer is more than adequate to serve as a basis to begin that negotiation with Illumina.”
About the offer: On January 27, 2012, Roche commenced a tender offer to acquire all outstanding shares of Illumina for $44.50 per share in cash and increased its offer on March 29, 2012 to $51.00 per share in cash for an aggregate of approximately $6.8 billion on a fully diluted basis. The increased offer represents a substantial premium to Illumina’s unaffected market prices: a premium of 88% over Illumina’s closing stock price on December 21, 2011 – the day before market rumors about a potential transaction between Roche and Illumina drove Illumina’s stock price significantly higher – and an 84% premium over the one-month historical average and a 64% premium over the three-month historical average of Illumina’s share price, both as of December 21, 2011.
In addition to its cash tender offer, Roche has nominated a slate of highly qualified, independent candidates for election to Illumina’s Board of Directors and proposed 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.
Greenhill & Co., LLC and Citigroup Global Markets, Inc. are acting as financial advisors to Roche and Davis Polk & Wardwell LLP is acting as legal counsel.