Glass Lewis Becomes Third Independent Proxy Advisory Firm to Support Illumina’s Current Board of Directors
SAN DIEGO--(BUSINESS WIRE)--Apr. 10, 2012-- Illumina, Inc. (NASDAQ:ILMN), a leading developer, manufacturer, and marketer of life science tools and integrated systems for the analysis of genetic variation and function, today announced that independent proxy advisory firm Glass, Lewis & Co., LLC (“Glass Lewis”) has recommended that Illumina’s stockholders vote for the election of Illumina’s highly qualified nominees at its 2012 Annual Meeting of Stockholders by completing the WHITE proxy card.
“We are very pleased that all three of the leading proxy advisors – Institutional Shareholder Services, Glass Lewis and Egan-Jones – have now recommended that their clients support the re-election of Illumina’s slate of directors and vote against all of Roche’s proposals at Illumina’s upcoming Annual Meeting,” said Jay T. Flatley, President and CEO of Illumina. “The simple fact remains that Roche’s unsolicited offer clearly undervalues Illumina and that our highly qualified and experienced directors are best positioned to create value for Illumina’s stockholders. We are confident that Illumina’s stockholders will reject Roche’s hostile and opportunistic efforts to acquire Illumina at a grossly inadequate price.”
In its April 9, 2012 report, Glass Lewis stated:
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| "…we expect the Dissident's solicitation is intended to serve as little more than additional pressure to complete the transaction on Roche's terms, irrespective of whether they appropriately reflect Illumina's forward value or the board's ability to execute the Company's stand-alone business plan in the current operational climate. With that considered, we find no cause for shareholders to support Roche's candidates, nor do we find any reason for shareholders to accept such an expeditious engagement as appropriate in the context of multi-year lows in share price and valuation for Illumina."– Glass, Lewis & Co., LLC, April 9, 2012* |
Illumina urges its stockholders to vote their WHITE proxy card today to re-elect four highly qualified, experienced and well-informed directors -- A. Blaine Bowman; Karin Eastham; Jay T. Flatley, President and CEO; and William H. Rastetter, Chairman -- to Illumina’s Board. Illumina’s director nominees are committed to acting in the best interests of all stockholders. If stockholders have questions about how to vote their shares on the WHITE proxy card, or need additional assistance, they should contact the firm assisting Illumina in the solicitation of proxies:
| INNISFREE M&A INCORPORATED |
| Stockholders Call Toll-Free: (888) 750-5835 |
| Banks and Brokers Call Collect: (212) 750-5833 |
Goldman, Sachs & Co. and BofA Merrill Lynch are acting as financial advisors and Dewey & LeBoeuf LLP is acting as legal counsel to Illumina.
* Permission to quote from the Glass Lewis report was neither sought nor obtained.
About Illumina
Illumina (www.illumina.com) is a leading developer, manufacturer, and marketer of life science tools and integrated systems for the analysis of genetic variation and function. We provide innovative sequencing and array-based solutions for genotyping, copy number variation analysis, methylation studies, gene expression profiling, and low-multiplex analysis of DNA, RNA, and protein. We also provide tools and services that are fueling advances in consumer genomics and diagnostics. Our technology and products accelerate genetic analysis research and its application, paving the way for molecular medicine and ultimately transforming healthcare.
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 the United States and Europe, in particular, focus on reducing fiscal deficits while at the same time confronting slowing economic growth, (iv) business disruptions associated with the tender offer commenced by CKH Acquisition Corporation, a wholly owned subsidiary of Roche Holding Ltd, and (v) other factors detailed in our filings with the U.S. Securities and Exchange Commission (“SEC”), including our most recent filings on Forms 10-K and 10-Q, or in information disclosed in public conference calls, the date and time of which are released beforehand. Illumina undertakes no obligation, and does not intend, to update these forward-looking statements.
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 CKH Acquisition Corporation, a wholly owned subsidiary of Roche Holding Ltd, Illumina has filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC. INVESTORS AND SECURITY HOLDERS OF ILLUMINA ARE URGED TO READ THE SOLICITATION/RECOMMENDATION STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC (WHEN THEY BECOME AVAILABLE) CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and security holders are able to obtain free copies of these documents and other documents filed with the SEC by Illumina (when they become available) through the web site maintained by the SEC at http://www.sec.gov. Investors and security holders also are able to obtain free copies of these documents, and other documents filed with the SEC by Illumina (when they become available), from Illumina by directing a request to Illumina, Inc., Attn: Investor Relations, Kevin Williams, MD, kwilliams@illumina.com.
In addition, in connection with its 2012 Annual Meeting of Stockholders, Illumina has filed a definitive proxy statement and a WHITE proxy card with the SEC on March 19, 2012, and has mailed the definitive proxy statement and WHITE proxy card to its security holders. INVESTORS AND SECURITY HOLDERS OF ILLUMINA ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND THE WHITE PROXY CARD FOR THE 2012 ANNUAL MEETING OF STOCKHOLDERS AND OTHER DOCUMENTS FILED WITH THE SEC (WHEN THEY BECOME AVAILABLE) CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and security holders are able to obtain free copies of the definitive proxy statement and other documents filed with the SEC by Illumina (when they become available) through the web site maintained by the SEC at http://www.sec.gov. Investors and security holders also are able to obtain free copies of the definitive proxy statement and other documents filed with the SEC by Illumina (when they become available), from Illumina by directing a request to Illumina, Inc., Attn: Investor Relations, Kevin Williams, MD, kwilliams@illumina.com.
CERTAIN INFORMATION REGARDING PARTICIPANTS IN THE SOLICITATION
Illumina and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with Illumina’s 2012 Annual Meeting of Stockholders under the rules of the SEC. Security holders may obtain information regarding the names, affiliations and direct and indirect interests (by security holdings or otherwise) of Illumina’s directors and executive officers in (i) Illumina’s Annual Report on Form 10-K for the year ended January 1, 2012, which was filed with the SEC on February 24, 2012, and (ii) Illumina’s definitive proxy statement for its 2012 Annual Meeting of Stockholders, which was filed with the SEC on March 19, 2012. To the extent that Illumina’s directors’ and executive officers’ holdings of Illumina’s securities have changed from the amounts printed in the definitive proxy statement for the 2012 Annual Meeting of Stockholders, such changes have been or will be reflected on Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
Source: Illumina, Inc.
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
