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Illumina adopts stockholder Rights Agreement in response to Roche acquisition plan

Thursday, January 26, 2012 01:22 PM

San Diego-based Illumina said its board of directors has adopted a Rights Agreement, pursuant to which one preferred stock purchase right will be distributed as a dividend on each share of Illumina common stock held of record as of the close of business Feb. 6, 2012 (the “Rights”).

Initially, the Rights will be represented by the company’s common stock certificates, or by the registration of uncertificated shares of common stock in the company’s share register, and will not be exercisable.

The Rights Agreement, which is designed to deter coercive or otherwise unfair takeover tactics, was adopted in response to Roche’s unsolicited proposal to acquire all of the outstanding shares of Illumina’s common stock for $44.50 per share in cash.

“Consistent with its fiduciary duties, the Illumina board has taken this action to ensure that our stockholders receive fair treatment and protection in connection with any proposal or offer to acquire the company, including the proposal announced by Roche, and to provide stockholders with adequate time to properly assess any such proposal or offer without undue pressure while also safeguarding their opportunity to realize the long-term value of their investment in the company,” said Jay Flatley, CEO of Illumina.

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