Roche decides not to extend its tender offer for Illumina, Inc.
Basel, 18 April 2012
Roche (SIX: RO, ROG; OTCQX: RHHBY) released the following statement based on preliminary estimates indicating the re-election of the incumbent directors of Illumina, Inc. (NASDAQ: ILMN) at the Illumina annual meeting:
In view of the apparent re-election of the incumbent directors of Illumina, Roche has decided not to extend its $51.00 cash tender offer for all of the shares of Illumina. The offer will expire at 6:00 p.m., New York City time, on April 20, 2012.
Severin Schwan, CEO of Roche said: "We continue to hold Illumina and its management in very high regard but, with access only to public information about Illumina's business and prospects, we do not believe that a price above Roche's offer for Illumina of $51.00 per share would be in the interest of Roche's shareholders." Schwan continued: "We have throughout this process desired to engage in a constructive dialogue with Illumina's management, listen to its views of value and prospects, and offer a fair and adequate price to Illumina's shareholders. But in the absence of such discussions, our duty to be disciplined with the assets of Roche's shareholders has led to this decision. Roche will continue to consider options and opportunities to develop further its portfolio of businesses in order to expand its diagnostics leadership position."
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.
Headquartered in Basel, Switzerland, Roche is a leader in research-focused healthcare with combined strengths in pharmaceuticals and diagnostics. Roche is the world's largest biotech company with truly differentiated medicines in oncology, virology, inflammation, metabolism and CNS. Roche is also the world leader in in-vitro diagnostics, tissue-based cancer diagnostics and a pioneer in diabetes management. Roche's personalized healthcare strategy aims at providing medicines and diagnostic tools that enable tangible improvements in the health, quality of life and survival of patients. In 2011, Roche had over 80'000 employees worldwide and invested over 8 billion Swiss francs in R&D. The Group posted sales of 42.5 billion Swiss francs. Genentech, United States, is a wholly owned member of the Roche Group. Roche has a majority stake in Chugai Pharmaceutical, Japan. For more information: www.roche.com.