URGES STOCKHOLDERS TO REJECT ROCHE’S HOSTILE EFFORT TO ACQUIRE ILLUMINA AT A GROSSLY INADEQUATE PRICE
RECOMMENDS STOCKHOLDERS VOTE THE WHITE PROXY CARD TO PROTECT THEIR INVESTMENT
Included below is the full text of the letter to
Dear Fellow Stockholder:
PLEASE VOTE ON THE WHITE PROXY CARD TODAY TO SUPPORT ILLUMINA’S BOARD DON’T LET ROCHE SEIZE VALUE THAT BELONGS TO YOU!
Your vote at Illumina’s Annual Meeting on
Please use the enclosed WHITE PROXY CARD to vote today – by telephone, by Internet, or by signing, dating and returning the enclosed WHITE PROXY CARD in the postage-paid envelope provided.
ILLUMINA HAS DEMONSTRATED AN UNRIVALED TRACK RECORD OF SUPERIOR OPERATIONAL PERFORMANCE AND FINANCIAL SUCCESS OVER AN EXTENDED TIMEFRAME
Why does
“[Illumina has] had a track record of continuously evolving their technologies to stay in the leadership position. So I'm a big believer that past behavior also predicts future behavior … Illumina is clearly the leading technology in sequencing today, has been for many years, and we are confident with that type of track record that it will continue to do well vis-à-vis the competition.” – Daniel O’Day, Chief Operating Officer of Roche Diagnostics Division, January 25, 2012, during Roche’s investor presentation |
Illumina’s ability to deliver on its promises and create value is one thing on which we and
“[Illumina is] the world’s leading company in sequencing today by far and also in microarrays. It's a company that has about US$1 billion turnover in revenue. It's a company that has strong revenue generation, strong profit generation, strong cash generation and a very good track record of delivering continual upgrades in technology to the marketplace.” – Daniel O’Day, Chief Operating Officer of Roche Diagnostics Division, February 1, 2012, during Roche’s fourth quarter earnings conference call |
Since 2002, we have successfully delivered to market nine platforms, along with their related solutions and services. Technologies developed by
“Illumina continues to gain mind- and market-share in sequencing, an area of secular growth in research … the [C]ompany has demonstrated an uncanny ability to out-innovate and extend its competitive lead.” – J.P. Morgan Securities LLC analyst Tycho W. Peterson, January 25, 2012 |
We are more excited than ever about our current product development pipeline and believe we are singularly positioned to capitalize on an expanding array of attractive market opportunities as demand for genetic information accelerates.
ILLUMINA’S TRACK RECORD OF LEADERSHIP, EXECUTION AND CREATION OF STOCKHOLDER VALUE IS RECOGNIZED AS UNIQUE IN THE INDUSTRY
One key driver of this success is Illumina’s talented and experienced management team, which has consistently executed to deliver compelling results and create significant stockholder value. Led by
In an industry rife with examples of over-promising and under-delivering,
“…Illumina has the strongest commercial track record, from continuously exceeding expectations on SBS [sequencing by synthesis] technology improvements over the last five years, [to the] the largely unanticipated (and timely) launch of MiSeq...” – Cantor Fitzgerald analyst Sung Ji Nam, February 21, 2012 |
Roche’s blatantly opportunistic hostile offer of
ELECT THE NOMINEES WHO ARE BEST POSITIONED TO ACT IN THE INTERESTS OF ILLUMINA STOCKHOLDERS
We are seeking your vote FOR the four highly qualified and experienced
Don’t be misled by Roche’s aggressive campaign to buy your shares at a grossly inadequate price. Your Board is highly independent and far better positioned to protect your interests than are Roche’s hand-picked nominees, who
“Through [the] proposed acquisition [of] Illumina we are [attempting to buy] the market leader in a business that is fast growing and increasing in importance.” – Alan Hippe, Chief Financial and IT Officer of Roche Holding Ltd, January 25, 2012, during Roche’s investor presentation |
YOUR VOTE IS IMPORTANT – NO MATTER HOW MANY SHARES YOU OWN PLEASE VOTE THE WHITE PROXY CARD TODAY!
Whether or not you plan to attend the Annual Meeting, you have the opportunity to protect your investment by promptly voting the WHITE PROXY CARD. We urge you to vote by telephone, by Internet, or by signing, dating and returning the enclosed WHITE PROXY CARD in the postage-paid envelope provided.
On behalf of the Board of Directors, we thank you for your continued support, and we look forward to continuing to deliver outstanding value to you in the future.
William H. Rastetter, Ph.D. | Jay T. Flatley | |
Chairman | President and CEO | |
Your Vote Is Important, No Matter How Many Shares You Own.
If you have questions about how to vote your shares on the WHITE proxy card,
or need additional assistance, please contact the firm
assisting us in the solicitation of proxies:
INNISFREE M&A INCORPORATED
Stockholders Call Toll-Free: (888) 750-5835
Banks and Brokers Call Collect: (212) 750-5833
IMPORTANT
We urge you NOT to sign any Gold proxy card sent to you by
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
Below is a reconciliation of Illumina’s diluted net income per share, calculated in accordance with accounting principles generally accepted in
Fiscal | Fiscal | Fiscal | Fiscal | Fiscal | Fiscal | |||||||
Year 2011 | Year 2010 | Year 2009 | Year 2008 (i) | Year 2007 (i) | Year 2006 (h) | |||||||
GAAP net income per share— diluted | 0.62 | 0.87 | 0.53 | 0.30 | (2.65) | 0.41 | ||||||
Pro forma impact of weighted average shares (a) | 0.03 | 0.06 | 0.03 | 0.01 | 0.20 | |||||||
Adjustments to net income: | ||||||||||||
Headquarter relocation expense (b) | 0.31 | - | - | - | - | - | ||||||
Non-cash interest expense (c) | 0.24 | 0.16 | 0.15 | 0.15 | 0.13 | |||||||
Restructuring charges | 0.06 | - | - | - | - | - | ||||||
Amortization of acquired intangible assets | 0.09 | 0.06 | 0.05 | 0.08 | 0.02 | |||||||
Legal settlements | (0.02) | - | - | - | 0.46 | - | ||||||
Acquisition related (gain) expense, net (d) | 0.01 | (0.09) | 0.10 | 0.20 | 2.59 | |||||||
Contingent compensation expense (e) | 0.04 | 0.03 | 0.03 | 0.01 | - | |||||||
Loss on extinguishment of debt | 0.28 | - | (0.01) | - | - | |||||||
Impairment loss related to a cost-method investment | - | 0.10 | - | - | - | - | ||||||
Impairment of manufacturing equipment | - | - | - | 0.03 | - | - | ||||||
Amortization of inventory revaluation costs | 0.01 | |||||||||||
Incremental non-GAAP tax expense (f) | (0.36) | (0.13) | (0.08) | (0.10) | (0.34) | - | ||||||
Non-GAAP net income per share—diluted (g) | 1.30 | 1.06 | 0.80 | 0.68 | 0.42 | 0.41 | ||||||
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Weighted average shares used in calculation of Non-GAAP diluted net income per share | 135,154 | 134,375 | 130,599 | 126,836 | 116,860 | 97,508 | ||||||
ITEMIZED RECONCILIATION BETWEEN GAAP AND NON-GAAP DILUTED NUMBER OF SHARES (h): | ||||||||||||
Weighted average shares used in calculation of GAAP diluted net income per share | 138,937 | 143,433 | 137,096 | 133,607 | 108,308 | 97,508 | ||||||
Weighted average dilutive potential common shares issuable of redeemable convertible senior notes (a) | (3,783) | (9,058) | (6,497) | (6,771) | (1,357) | - | ||||||
Weighted average potential common shares excluded due to anti-dilutive effect (j) | - | - | - | - | 9,909 | - | ||||||
Weighted average shares used in calculation of Non-GAAP diluted net income per share | 135,154 | 134,375 | 130,599 | 126,836 | 116,860 | 97,508 | ||||||
(a) Pro forma impact of weighted average shares represents the impact of double dilution associated with the accounting treatment of the company's outstanding convertible debt and the corresponding call option overlay. |
(b) The Company relocated its headquarters to a new facility in San Diego, California during the second half of 2011. Headquarter relocation expense in fiscal year 2011 is primarily non-cash in nature and includes a cease-use loss upon vacating certain buildings of our prior headquarters, accelerated depreciation expense, and double rent expense during the transition to our new headquarter facility. |
(c) Non-cash interest expense is calculated in accordance with the authoritative accounting guidance for convertible debt instruments that may be settled in cash. |
(d) Acquisition related (gain) expense, net includes the following current year and prior year adjustments: |
2011 adjustments: |
- IPR&D charge of $5.4 million related to milestone payments for a prior acquisition |
- Gain of $4.5 million for changes in fair value of contingent consideration, $1.5 million of which was recorded in Q4 2011 |
2010 adjustments: |
- IPR&D charge of $1.3 million related to milestone payments for a prior acquisition |
- Acquisition expenses of $0.5 million |
- Gain on acquisition of $2.9 million recorded for the difference between the carrying value of a cost-method investment prior to acquisition and the fair value of that investment at the time of acquisition |
- Gain of $10.4 million recorded in Q4 2010 for changes in fair value of contingent consideration |
2009, 2008, & 2007 adjustments: |
- Research and development charges related to acquisitions |
(e) Contingent compensation expense represents contingent consideration for post-combination services associated with acquisitions. |
(f) Incremental non-GAAP tax expense reflects the increase to GAAP tax expense related to the non-GAAP adjustments listed above. |
(g) Non-GAAP net income per share and net income exclude the effect of the pro forma adjustments as detailed above. Non-GAAP diluted net income per share and net income are key drivers of our core operating performance and major factors in management's bonus compensation each year. Management has excluded the effects of these items in these measures to assist investors in analyzing and assessing our past and future core operating performance. |
(h) Adjusted as necessary to reflect a two-for-one stock split effective September 22, 2008 |
(i) Adjusted to reflect retroactive adoption of authoritative accounting guidance for convertible debt instruments that may be settled in cash upon conversion effective December 28, 2008. |
(j) Weighted average shares excluded from calculation of GAAP diluted net income per share for 2007 due to anti-dilutive effect on GAAP net loss. |
FORWARD-LOOKING STATEMENTS
This communication may contain statements that are forward-looking. Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Among the important factors that could cause actual results to differ materially from those in any forward-looking statements are (i) our ability to develop and commercialize further our sequencing, BeadArray™, VeraCode®, Eco™, and consumables technologies and to deploy new sequencing, genotyping, gene expression, and diagnostics products and applications for our technology platforms, (ii) our ability to manufacture robust instrumentation and consumables, (iii) significant uncertainty concerning government and academic research funding worldwide as governments in
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication does not constitute an offer to buy or a solicitation of an offer to sell any securities. In response to the tender offer commenced by
In addition, in connection with its 2012 Annual Meeting of Stockholders,
CERTAIN INFORMATION REGARDING PARTICIPANTS IN THE SOLICITATION
Source:
Investors:
Illumina
Kevin Williams, MD, 858-332-4989
or
Innisfree M&A Incorporated
Scott Winter, 212-750-5833
or
Media:
Sard Verbinnen & Co
Matt Benson, 415-618-8750
or
Sard Verbinnen & Co
Cassandra Bujarski, 310-201-2040