Roche Can't Sequence $6.8 Billion Illumina Deal (Update 1)

Updated to reflect Illumina CEO comments and preliminary results from stockholder meeting.

NEW YORK (TheStreet) -- Swiss pharmaceuticals giant Roche has decided not to extend a $51 a share takeover offer for Illumina (ILMN), signaling that the genomics machinery specialist has fended off a hostile bid.

After making an initial $44.50 per share bid for Illumina in January, Roche boosted its unsolicited offer to $51 a share or roughly $6.8 billion -- an offer Illumina rejected in April. With shareholder proxy services supporting Illumina's defiance, Roche said that the re-election of the company's incumbent directors over a hostile slate of nominees at the company's annual meeting led Roche to let its offer expire rather than raise it.

In deciding not to extend its offer, Roche indicated that it was resistant to a bid increase or extension because of its inability to access Illumina's finances.

"We continue to hold Illumina and its management in very high regard but, with access only to public information about Illumina's business and prospects, we do not believe that a price above Roche's offer for Illumina of $51.00 per share would be in the interest of Roche's shareholders," said Roche CEO Severin Schwan in a statement.

Separately, Illumina said that preliminary voting results from its 2012 annual stockholder meeting signaled that shareholders had rejected four nominees appointed by Roche to the company's board and all of its other proposals. "We thank Illumina stockholders for their support and appreciate their confidence in our ability to execute our strategic plan and create compelling value," said Illumina CEO Jay Flatley of the results.

"We are pleased that Roche has decided not to extend its inadequate offer to acquire Illumina and that we can now return our full focus to growing our business, making the most of the expanding opportunities in our space, and delivering superior results for our customers and stockholders," Flatley added.

On news of the potential bid expiration, which is slated for April 20, Illumina shares dropped over 4.5% to $42.01 -- far below Roche's offer price.

Roche's statement shows that a lack of success in the election of a hostile slate of directors and gaining access Illumina's finances iced its takeover offer. Many analysts had expected that board elections and friendlier negotiations would favor Roche, eventually leading to an offer above $51 a share. Currently, Illumina has enacted a "poison pill" to make it uneconomic for Roche to take a large share stake in the San Diego-based company.

"The important question is whether or not the increased bid is enough to bring Illumina to the negotiating table and allow Roche to learn more about Illumina's closely guarded pipeline," wrote JPMorgan analyst Tycho W. Peterson, in reaction to the company's rejection of Roche's most recent $51 a share offer, earlier in April.

At that time, risk arbitrage analysts at Makor said that the rejection was a first step to an eventual $55 a share takeover, based on the expected election of some Roche-appointed directors to Illumina's board. "These elections will clearly favor the bid from Roche," wrote Makor analysts, who expected a deal completion by mid-June.

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