Roche's CEO Hosts Merger And Acquisition Call (Transcript)

Roche (RHHBY.PK)

Merger and Acquisition Call

January 25, 2012, 07:00 a.m. ET

Executi ve s

Severin Schwan - CEO, Roche Group

Alan Hippe - Chief Financial and IT Officer

Dan O'Day - Diagnostics Division, COO and Member of the Roche Corporate Executive Committee

Analyst s

Sachin Jain - Bank of America/Merrill Lynch

Gbola Amusa - UBS

Bill Quirk - Piper Jaffray

Quintin Lai - Robert W. Baird

Vincent Meunier - Exane BNP Paribas

Alexandra Hauber - JP Morgan

Luisa Hector - Crédit Suisse

Michael Leacock - RBS

Keyur Parekh - Goldman Sachs

Presentation

Severin Schwan

Welcome to everybody, and thank you for joining our call, which is going to last for about one hour. This is Severin speaking, and with me today, Alan Hippe, our Chief Financial Officer; and Dan O’Day, Chief Operating Officer of Roche Diagnostics.

Illumina is a great successful company, and we are excited to share with you the background of this planned acquisition. At the beginning, just let me shortly put this transaction into context. An important element of today’s success of Roche Diagnostics is our breadth and depth of various key measuring technologies. They allow us to develop and market a broad range of diagnostic tests from molecular diagnostics to serum work area or tissue diagnostic testing. The completeness of our offering is important, both for our customers and Roche.

Over the years, we have developed a number of high-tech platforms, both internally and also as you can see on Page 4, by acquiring a number of key technologies. And we believe that sequencing is and will continue to be an increasingly important technology as we go forward.

Let me focus on three points specifically: first, it will allow us to further strengthen our clear number one position as the leader in the worldwide diagnostics market. The depth and breadth of our offering to our customers will continue to be a key differentiator in the marketplace. Second, Roche’s strong global footprint and expertise in the research and diagnostics market would certainly help to accelerate the transition of sequencing into research and clinical diagnostics around the world. And third, with a wide range of technologies available within the Roche Group, we will also be able to strengthen our in-house collaboration between pharma and diagnostics in our efforts to develop more targeted medicines.

So combining the strengths and capabilities of Roche and Illumina makes a lot of sense, both from a strategic and an operational point of view. We firmly believe that we will create value for both companies, and this is why we approached Illumina back in December last year.

Unfortunately, the Board of Illumina has not been interested to negotiate a business combination, and for this reason, we are now directly approaching Illumina’s shareholders and offer a price per share of US$44.5. This represents an overall consideration of US$5.7 billion. We believe this is a compelling offer, and we feel that Illumina’s shareholders will find it extremely attractive. It certainly represents full and fair value of Illumina.

As I said at the beginning, Illumina is a great and successful company. Together with the management and employees of Illumina, we want to bring our combined business to the next level.

With this, I hand over to Dan.

Dan O’Day

So thank you, everybody. Good afternoon, good morning, this is Dan O’Day speaking. And it’s a great pleasure today for me to walk you through the transaction rationale. Now let me just start by expressing also my enthusiasm for this acquisition and the value that I’m convinced it will create for both shareholders of both organizations and also for the employees involved.

Now what I’d like to do is really walk you through why. Why is that the case? What is the acquisition rationale? And importantly, why now? And I hope that I get through all of those points during my talk. In order to set up what the combined entities can bring together from a synergy perspective, let me first just remind you what we’re talking about in terms of the two separate entities and what they bring to the table.

So referring to Slide 6 just to set the scene, Roche Diagnostics is by far the number one company in-vitro diagnostics. It is growing consistently ahead of the market, has been for the past five years. And part of what allows us to continue to grow ahead of the market like that is this broad array of technologies, the ability to bring solutions to labs and to patients around the world regardless of where the science leads is an extremely important aspect to our business. And in that regard, the other aspect is the very large commercial presence that we have around the world. We are present in more than 130 countries. We have literally hundreds of thousands of instruments. We have sales people and service people in every corner of the world that allow us to leverage these technologies to the benefit of our customers.

Turning to Slide 7 gives you an overview of what other businesses we’re in today. And importantly, what I want to point out here today is that many of our businesses are in the in-vitro diagnostics settings. And just to clarify that, that really means that is the clinical setting. That’s where labs are providing data output and solution output to clinicians that make decisions on patients. This is the regulated portion of our business. It implies that you have to have a very high quality level, high validation level and reproducibility throughout the world. Then you can see we have a variety of businesses in that segment. We also have an active business, an important business to our strategy in the Life Sciences, which calls on a different customer base today. It calls upon the research audience.

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