Illumina, Inc. (NASDAQ:ILMN) today announced its intention to offer, subject to market and other conditions, approximately $900 million aggregate principal amount of convertible senior notes. Of the total offering, Illumina proposes to offer $450 million aggregate principal amount of convertible senior notes due 2019 and $450 million aggregate principal amount of convertible senior notes due 2021. Illumina also intends to grant the initial purchasers a 30-day option to purchase up to an additional $67.5 million in aggregate principal amount of convertible senior notes due 2019 and an additional $67.5 million in aggregate principal amount of convertible senior notes due 2021, for a total potential offering size of $1,035 million. Illumina will use a portion of the net proceeds of the offering to finance the repurchase or repayment of a portion of Illumina’s 0.25% Convertible Senior Notes due 2016 (the “2016 Notes”). Illumina intends to use the balance of the net proceeds from the offering for general corporate purposes. The notes will be offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and will be convertible under certain circumstances. Upon conversion, holders will receive, at Illumina's discretion, cash, shares of Illumina's common stock or a combination thereof. The interest rates, conversion prices and other terms of the notes will be determined by negotiations between Illumina and the initial purchasers of the notes. Goldman, Sachs & Co. and BofA Merrill Lynch are acting as initial purchasers of the notes. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities. Any offers of the securities will be made only by means of a private offering memorandum. The securities and the shares of Illumina common stock issuable upon conversion or exercise of the securities have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Our ability to consummate the offering or any repurchases of outstanding 2016 Notes is subject to market conditions. To the extent we repurchase outstanding 2016 Notes, which could commence contemporaneously with the offering or thereafter, holders of 2016 Notes may purchase shares in the open market to cover hedging transactions. Such purchasing activity could have the effect of increasing, or reducing the size of any decrease in, the price of our common stock.Use of forward-looking statements This release contains projections, information about our financial outlook, earnings guidance, and other forward-looking statements that involve risks and uncertainties. These forward-looking statements are based on our expectations as of the date of this release and may differ materially from actual future events or results. Among the important factors that could cause actual results to differ materially from those in any forward-looking statements are (i) our ability to further develop and commercialize our instruments and consumables and to deploy new products, services, and applications, and expand the markets, for our technology platforms; (ii) our ability to manufacture robust instrumentation and consumables; (iii) our ability to successfully identify and integrate acquired technologies, products, or businesses; (iv) our expectations and beliefs regarding future conduct and growth of the business and the markets in which we operate; (v) challenges inherent in developing, manufacturing, and launching new products and services; and (vi) our ability to maintain our revenue levels and profitability during periods of research funding reduction or uncertainty and adverse economic and business conditions, together with other factors detailed in our filings with the Securities and Exchange Commission, including our most recent filings on Forms 10-K and 10-Q, or in information disclosed in public conference calls, the date and time of which are released beforehand. We undertake no obligation, and do not intend, to update these forward-looking statements, to review or confirm analysts’ expectations, or to provide interim reports or updates on the progress of the current financial quarter.
About IlluminaIllumina ( www.illumina.com) is a leading developer, manufacturer, and marketer of life science tools and integrated systems for the analysis of genetic variation and function. We provide innovative sequencing and array-based solutions for genotyping, copy number variation analysis, methylation studies, gene expression profiling, and low-multiplex analysis of DNA, RNA, and protein. We also provide tools and services that are fueling advances in consumer genomics and diagnostics. Our technology and products accelerate genetic analysis research and its applications, paving the way for molecular medicine and ultimately transforming healthcare.