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Roche responds to adoption of shareholder rights plan by Illumina Board of Directors

Thu, 01/26/2012 - 9:26pm
Roche

Basel, 26 January 2012

Roche responds to adoption of shareholder rights plan by Illumina Board of Directors

Roche (SIX: RO, ROG; OTCQX: RHHBY) today responded to an announcement from Illumina, Inc. (NASDAQ: ILMN) that its Board of Directors has adopted a shareholder rights plan.

Although not unexpected, Roche is disappointed that the Illumina Board of Directors has been unwilling to participate in substantive discussions with Roche regarding a negotiated transaction and has instead adopted this shareholder rights plan in response to the offer to acquire Illumina. Roche’s all-cash offer represents a substantial premium and Roche is confident that Illumina shareholders will see the value of the offer.

About the Offer

Roche firmly believes that its offer delivers full and fair value to Illumina shareholders, based on the current market outlook.

On January 25, 2012, Roche announced an offer to acquire all outstanding shares of Illumina for $44.50 per share in cash or an aggregate of approximately $5.7 billion on a fully diluted basis. This offer represents a substantial premium to Illumina’s unaffected market prices: a premium of 64% 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 – a 61% premium over the one-month historical average and a 43% premium over the three-month historical average of Illumina’s share price, both as of December 21.

Greenhill & Co., LLC and Citigroup Global Markets, Inc. are acting as financial advisors to Roche and Davis Polk & Wardwell LLP is acting as legal counsel.

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