Item 8.01. Other Events.
As previously disclosed, on
As previously disclosed, as a result of the Transaction, each share of Class A
Common Stock, par value
? The right to receive (i) an amount in cash, without interest, equal to the
amount obtained by dividing
Price (as defined below) by the GRAIL Fully Diluted Share Count (as defined in
the Merger Agreement) (the "Cash Consideration"), plus (ii) a number of shares
of common stock, par value
Stock") obtained by dividing the Aggregate Stock Consideration (as defined in
the Merger Agreement) by the GRAIL Fully Diluted Share Count (the "Stock
Consideration"), plus (iii) one contingent value right (a "CVR") issued by
Illumina, subject to and in accordance with the CVR Agreement (as defined in
the Merger Agreement) (the "CVR Consideration")? or
? The right to receive (i) the Cash Consideration, plus (ii) the Stock
Consideration, plus (iii) a number of shares of Illumina Common Stock and/or an
amount in cash, such number and/or amount to be determined by Illumina in its
sole discretion (the "Alternative Consideration").
On
"Aggregate Option Exercise Price" means: the aggregate exercise price of all Company Stock Options (as defined in the Merger Agreement) that are outstanding as of immediately prior to the Effective Time.
"Aggregate Alternative Consideration" means: (i) if the Average Illumina Stock
Price (as defined below) is an amount greater than or equal to
"Average Illumina Stock Price" means: the volume-weighted average trading price of a share of Illumina Common Stock on The NASDAQ Global Select Market over the twenty (20) consecutive trading day period ending on (and including) the trading day that is ten (10) trading days prior to the date of the Effective Time, rounded to four (4) decimal places.
No fractional shares of Illumina Common Stock will be issued in the Transaction, and GRAIL stockholders will receive cash in lieu of any fractional shares of Illumina Common Stock they otherwise would have been entitled to receive.
The foregoing description of the Merger Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of
the Merger Agreement filed as Exhibit 2.1 to Illumina's Current Report on Form
8-K filed on
--------------------------------------------------------------------------------
Additional Information and Where to Find It
In connection with the proposed transaction, Illumina filed 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 the consent solicitation statement/prospectus that is
included in the Registration Statement, as well as 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, are more fully discussed in the consent solicitation statement/prospectus that is included in the Registration Statement. While the list of factors presented here is, and the list of factors presented in the Registration Statement are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Illumina's financial condition, results of operations, credit rating or liquidity. Illumina does not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.
--------------------------------------------------------------------------------
© Edgar Online, source