Illumina submits Form 10 to the Securities and Exchange Commission

Rhea-AI Summary

Illumina, Inc. (NASDAQ: ILMN) has submitted a draft registration statement on Form 10 for the potential divestiture of GRAIL to the U.S. Securities and Exchange Commission. The company received an order from the European Commission (EC) directing the divestiture of GRAIL. Illumina is exploring divestiture options to achieve maximum value for shareholders and the best outcome for GRAIL.

SAN DIEGO, Dec. 11, 2023 /PRNewswire/ -- Illumina, Inc. (NASDAQ: ILMN) has confidentially submitted a draft registration statement on Form 10 related to its potential divestiture of GRAIL to the U.S. Securities and Exchange Commission, pursuant to an order Illumina received from the European Commission (EC) directing the company to divest GRAIL.

Submission of this registration statement is an important next step in evaluating divestiture options for GRAIL. Illumina is committed to resolving all issues regarding GRAIL in a timely manner, with the objective of achieving the maximum value for shareholders and the best outcome for GRAIL.

Under the terms of the EC's order, Illumina is permitted to explore a range of structures including, but not limited to, a third-party sale or a capital markets transaction. Illumina is leading the divestiture process with the assistance of financial and legal advisors.

Illumina maintains that the Commission does not have jurisdiction over this acquisition. If Illumina wins its jurisdictional challenge at the European Court of Justice (ECJ), the basis for the EC's divestiture order would be eliminated. However, if Illumina is not successful with either its ECJ jurisdictional appeal or in a final decision of the U.S. Fifth Circuit Court of Appeals, the company will divest GRAIL.

This release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which any such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Cautionary Note on Forward-Looking Statements
This release may contain forward-looking statements that involve risks and uncertainties. Among the important factors to which our business is subject that could cause actual results to differ materially from those in any forward-looking statements are: (i) our ability to agree on a divestment plan with the European Commission pursuant to the divestiture order it has issued; (ii) our ability to timely execute a strategic alternative that maximizes the value of GRAIL to our stockholders given the parameters required by the divestiture order; (iii) the risk that ongoing legal proceedings challenging the decisions of the European Commission and the U.S Federal Trade Commission do not result in favorable outcomes for us; and (iv) the risk that distractions associated with the potential divestment of GRAIL and associated legal proceedings or regulatory obligations will harm our business, including current plans and operations, together with other factors detailed in our filings with the Securities and Exchange Commission, 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. We undertake no obligation, and do not intend, to update these forward-looking statements, to review or confirm analysts' expectations, or to provide interim reports or updates on the progress of the current quarter.

Cautionary Note on Statements of Opinion
In addition to forward-looking statements, this release contains statements of opinion with which all may not agree.

About Illumina

Illumina is improving human health by unlocking the power of the genome. In 2023 we celebrate 25 years of innovation, which has established us as a global leader in DNA sequencing and array-based technologies, serving customers in the research, clinical, and applied markets. Our products are used for applications in the life sciences, oncology, reproductive health, agriculture, and other emerging segments. To learn more, visit illumina.com and connect with us on X (Twitter), Facebook, LinkedIn, Instagram, TikTok, and YouTube.

Investors:
Salli Schwartz
858-291-6421
IR@illumina.com

Media:
David McAlpine
347-327-1336
PR@illumina.com

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SOURCE Illumina, Inc.

FAQ

What is Illumina, Inc.'s ticker symbol?

The ticker symbol for Illumina, Inc. is ILMN.

What is the potential divestiture of GRAIL?

Illumina is evaluating divestiture options for GRAIL after receiving an order from the European Commission (EC) directing the company to divest GRAIL.

What are the possible structures for divestiture?

Under the EC's order, Illumina is permitted to explore a range of structures including, but not limited to, a third-party sale or a capital markets transaction.

What happens if Illumina wins its jurisdictional challenge?

If Illumina wins its jurisdictional challenge at the European Court of Justice (ECJ), the basis for the EC's divestiture order would be eliminated.

What happens if Illumina is not successful with its jurisdictional appeal?

If Illumina is not successful with either its ECJ jurisdictional appeal or in a final decision of the U.S. Fifth Circuit Court of Appeals, the company will divest GRAIL.

Does this release constitute an offer to sell securities?

No, this release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

What is Illumina's objective regarding the divestiture of GRAIL?

Illumina is committed to resolving all issues regarding GRAIL in a timely manner, with the objective of achieving the maximum value for shareholders and the best outcome for GRAIL.