Faruqi & Faruqi, LLP, a leading national securities firm headquartered in New York City, is investigating the Board of Directors of Illumina, Inc. (“Illumina” or the “Company”) (NASDAQ: ILMN) for potential breaches of fiduciary duties in connection with their rejection of Roche Holding AG’s (“Roche”) offer to purchase Illumina for $44.50 per share in cash, or an aggregate of approximately $5.7 billion on a fully diluted basis.
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On January 25, 2012, Roche announced that it would acquire all outstanding shares of the Company for $44.50 per share. This offer represents a 64% premium over Illumina’s 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, 2011. It also represents a 30.1x multiple of Illumina’s projected forward earnings based upon analysts’ current consensus estimates for 2012. On February 7, 2012, rather than considering the premium being offered to shareholders or negotiating for a higher bid, Illumina’s board unanimously rejected Roche’s offer as “grossly inadequate.”
The Company’s refusal to engage in any meaningful negotiations or any substantive dialogue with Roche concerning the proposed acquisition of Illumina at a premium price is the key focus of this investigation.
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