Sometimes, mergers and acquisitions occur peaceably, with one company readily agreeing to be bought by another. Over the past few years, however, we've our share of protracted fights between two parties--think Taro vs. Sun--over acquisition price and terms. Now, we're witnessing Roche's ($RHHBY) attempted takeover of Illumina ($ILMN), whose board sent a letter to stockholders urging them to reject the former's "unsolicited and opportunistic efforts to acquire Illumina on grossly inadequate terms."
At the beginning of the year, Roche made its hostile bid seeking to acquire all outstanding shares of San Diego's Illumina for $44.50 per share in cash, or roughly $5.7 billion. Through the deal, Roche would pick up technology to read genetic makeup of tumors, boosting the potential for targeted personalized medicine in this area.
Illumina, however, has rejected Roche's overtures. Furthermore, current board members are now hardly mincing words in urging shareholders to stay strong against the Roche onslaught (Illumina is holding its annual stockholders meeting April 18).
"Roche Holding Ltd--an Illumina competitor with a track record of pursuing hostile acquisitions--is trying to buy Illumina at a low-ball price and capture our future growth and value potential for its own stockholders," the board maintains in its letter. "Roche has also launched a proxy fight in an attempt to elect its own director nominees to our Board--nominees who are loyal to Roche and who we believe would support Roche's efforts to steal value that rightly belongs to you."
Roche reportedly wants to boost the number of members on Illumina's board to 11 directors from 9, and nominate 6 independent candidates to the board of directors.
The Illumina board warns that Roche might try to offer its slate of nominees on a gold card. But shareholders should re-elect the nominees offered up by Illumina, who include: A. Blaine Bowman, director since January 2007 and former chairman, president and CEO of Dionex; consultant Karin Eastham, director since July 2004; Jay Flatley, president and CEO of Illumina since 1999; and William Rastetter, director since November 1998 and founder of IDEC, where he also served as CEO until 2003.
- check out the Illumina release
Special Report: Biggest Battles in Biopharma