Item 8.01. Other Events
On
Frequently referred to as a "second request," the requests extend the waiting
period under the HSR Act until 30 days after Illumina and GRAIL have each
substantially complied with the second request, unless that waiting period is
extended voluntarily by the parties or the waiting period is otherwise
terminated by the
Completion of the proposed transaction remains subject to GRAIL stockholder approval and other customary closing conditions. The transaction is expected to close in the second half of 2021.
Additional Information and Where to Find It
In connection with the proposed transaction, Illumina intends to file with the
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and does not constitute an offer to subscribe for, buy or sell, or the solicitation of an offer to subscribe for, buy or sell, or an invitation to subscribe for, buy or sell any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, invitation, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Cautionary Notes on Forward-Looking Statements
This communication contains "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "see," "will," "would," "may," "target," similar expressions and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements, including the failure to consummate the proposed transaction or to make any filing or take other action required to consummate such transaction in a timely matter or at all. Important risk factors that may cause such a difference include, but are not limited to: (i) the proposed transaction may not be completed on anticipated terms and timing, (ii) a condition to closing of the transaction may not be satisfied, including obtaining regulatory approvals, (iii) the potential impact of unforeseen liabilities, future capital expenditures, revenues, costs, expenses, earnings, synergies, economic performance, indebtedness, financial condition and losses on the future prospects, business and management strategies for the management, expansion and growth of Illumina's business after the consummation of the transaction, (iv) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction, (v) any negative effects of
--------------------------------------------------------------------------------
the announcement, pendency or consummation of the transaction on the market
price of Illumina's common stock and on Illumina's operating results, (vi) risks
associated with third-party contracts containing consent and/or other provisions
that may be triggered by the proposed transaction, (vii) the risks and costs
associated with the integration of, and the ability of Illumina to integrate,
GRAIL's business successfully and to achieve anticipated synergies, (viii) the
risks and costs associated with the development and commercialization of, and
Illumina's ability to develop and commercialize, GRAIL's products; (ix) the risk
that disruptions from the proposed transaction will harm Illumina's business,
including current plans and operations, (x) legislative, regulatory and economic
developments, (xi) the other risks described in Illumina's most recent annual
reports on Form 10-K and quarterly reports on Form 10-Q and in the registration
statement on Form S-1 filed with the
These risks, as well as other risks associated with the proposed transaction,
will be more fully discussed in the consent solicitation statement/prospectus
that will be included in the registration statement on Form S-4 that will be
filed with the
--------------------------------------------------------------------------------
© Edgar Online, source