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Roche Disappointed By Illumina's Board Of Directors' Rejection


Roche (OTC: RHHBY) released the following statement in response to the announcement by Illumina, Inc. (NASDAQ: ILMN) that its Board of Directors has recommended that shareholders not tender their shares to Roche's increased offer.

“We are disappointed that Illumina's Board of Directors has rejected Roche's increased $51.00 cash offer and continues to rebuff our attempts to engage in substantive discussions,” said Severin Schwan, CEO of Roche Group. Schwan continued, “Roche's increased offer is highly attractive. By not engaging with Roche, Illumina reinforces the notion that its Board and management are determined to preserve their positions rather than maximize shareholder value. We expect that Illumina shareholders will see the substantial value in our increased offer, conclude that there is absolutely no justification for Illumina's current directors' refusal to begin discussions with Roche, and vote their shares for the Roche director nominees.”

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 $6.7 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.


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