UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 13, 2006 (November 12, 2006)
Illumina, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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000-30361
(Commission
File Number)
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33-0804655
(IRS Employer
Identification No.) |
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9885 Towne Centre Drive
San Diego, California
(Address of principal executive offices)
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92121-1975
(Zip Code) |
(858) 202-4500
(Registrants telephone number, including area code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 |
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Entry into a Material Definitive Agreement |
On November 12, 2006, Illumina, Inc., a Delaware corporation (Illumina), entered into a
definitive merger agreement with Solexa, Inc., a Delaware corporation (Solexa), for a
stock-for-stock merger transaction. In addition, Illumina has entered into a definitive securities
purchase agreement with Solexa in which Illumina has agreed to invest approximately $50 million in
Solexa in exchange for newly issued shares of Solexa common stock.
Under
the terms of the merger agreement, which has been unanimously
approved by the Boards of
Directors of both companies, Solexa shareholders will receive shares of Illumina common stock in
exchange for the shares of Solexa common stock they hold. The exchange ratio will be determined by
dividing $14.00 by the volume weighted average trading price of Illumina common stock as reported by
NASDAQ for 10 randomly selected trading days during the 20-day trading period ending five trading
days prior to the closing of the merger (the Illumina Average Price), which represents a total
equity consideration of approximately $600 million. If the Illumina Average Price is equal to or greater than
$47.30, then the exchange ratio will be fixed at 0.296, and if the
Illumina Average Price is equal to or less
than $40.70, then the exchange ratio will be 0.344.
The merger, which is expected to close by the end of the first quarter of 2007, is subject to
regulatory approvals, approval by shareholders of both companies and other customary conditions.
The merger agreement also contains mutual representations and warranties of the parties covering
customary matters. Each of the parties also makes various covenants in the merger agreement,
including those requiring the parties to use reasonable efforts to consummate the transaction and
prohibiting the parties from taking certain actions that would impede the consummation of the
transaction. The merger agreement also contains certain termination rights for both Illumina and
Solexa, including the payment of a termination fee in the amount of $18 million under certain
circumstances.
Pursuant to the terms of the securities purchase agreement, Illumina agreed to purchase
5,154,639 newly issued shares of Solexa common stock for an aggregate cash
consideration of approximately $50 million (the Share
Purchase). The securities purchase agreement contains customary
representations, warranties and covenants and is subject to
customary closing conditions. In the event of a termination of the merger agreement under certain
circumstances, the securities purchase agreement provides Illumina with certain demand registration
and piggyback registration rights with respect to the shares of Solexa common stock purchased by
Illumina pursuant to the securities purchase agreement. In addition, in the event of a termination
of the merger agreement and the consummation of an alternative transaction by Solexa that requires
Solexa to pay a termination fee to Illumina, the securities purchase agreement provides Illumina
with an option to sell its shares of Solexa common stock back to
Solexa at a purchase price of $9.70 per share. We expect a closing of
the Share Purchase to occur within a few days.
Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as financial advisor and Dewey
Ballantine LLP acted as legal counsel to Illumina and Lazard Freres & Co. LLC acted as financial
advisor and Cooley Godward Kronish LLP acted as legal counsel to Solexa on this transaction.
The foregoing description of the merger agreement and the securities purchase agreement does
not purport to be complete and is qualified in its entirety by reference to the merger agreement,
which is filed as Exhibit 2.1 hereto, and the securities purchase agreement, which is filed as
Exhibit 10.1 hereto, and incorporated into this report by reference. In addition, a copy of a
press release announcing the transaction is attached hereto as Exhibit 99.1 and is incorporated
into this report by reference.
Forward-Looking Statements
This report contains forward-looking
statements that involve risks and uncertainties.
Illumina and Solexa caution readers that any forward-looking information is not a guarantee of
future performance and actual results could differ materially from those contained in the
forward-looking information. Words such as expect, estimate, project, budget, forecast, anticipate, intend,
plan, may, will, could, should, believes, predicts, potential, continue and
similar expressions are intended to identify such forward-looking statements.
Such forward-looking statements include, but are not limited to,
statements about the benefits of the transaction between Illumina and Solexa, future financial and
operating results, the combined companys plans, objectives, expectations and intentions and other
statements that are not historical facts.
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Among the important factors that could cause actual results to differ materially from those in
any forward-looking statements are the ability to obtain regulatory approvals of the transaction on
the proposed terms and schedule; the failure of Illumina or Solexa stockholders to approve the
transaction; failure of Illumina or Solexa to satisfy the other
conditions to the transaction;
the risk that the businesses will not be integrated successfully; the risk that the
anticipated synergies and benefits from the transaction may not be fully realized or may take
longer to realize than expected; disruption from the transaction making it more difficult to
maintain relationships with customers, employees or suppliers; competition and its effect on
pricing, spending, third-party relationships and revenues. Additional important factors that may
affect future results are detailed in Illuminas and Solexas filings with the Securities and
Exchange Commission (the SEC), including their 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. Illumina and Solexa disclaim any intent or obligation to update these forward-looking
statements.
Additional Information
In connection with the proposed merger, Illumina will file with the SEC a Registration
Statement on Form S-4 that will include a joint proxy statement of Illumina and Solexa that also
constitutes a prospectus of Illumina. Illumina and Solexa will mail the joint proxy
statement/prospectus to their respective stockholders. Investors and security holders are urged to
read the joint proxy statement/prospectus regarding the proposed merger when it becomes available
because it will contain important information. You may obtain a free copy of the joint proxy
statement/prospectus (when it is available) and other related documents filed by Illumina and
Solexa with the SEC at the SECs website at www.sec.gov. The joint proxy statement/prospectus
(when it is available) and the other documents may also be obtained for free by accessing
Illuminas website at www.illumina.com under the tab Investors and then under the heading SEC
Filings or by accessing Solexas website at www.solexa.com under the tab Investors and then
under the heading SEC Documents.
Participants in the Solicitation
Illumina and Solexa and their respective directors, executive officers and certain other
members of management and employees may be soliciting proxies from stockholders in favor of the
merger. Information regarding the persons who may, under the rules of the SEC, be considered
participants in the solicitation of the stockholders in connection with the proposed merger will be
set forth in the joint proxy statement/prospectus when it is filed with the SEC. You can find
information about Illuminas executive officers and directors in Illuminas definitive proxy
statement filed with the SEC on April 26, 2006. You can find information about Solexas executive
officers and directors in their definitive proxy statement filed with the SEC on August 31, 2006.
You can obtain free copies of these documents by using the contact information provided in the
attached Exhibit 99.1.
Item 9.01 |
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Financial Statements and Exhibits |
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(c) |
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Exhibits |
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Exhibit Number |
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Exhibit Description |
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2.1 |
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Agreement and Plan of Merger, dated as of November 12, 2006,
among Solexa, Inc., Callisto Acquisition Corp. and Illumina, Inc. |
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10.1 |
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Securities Purchase Agreement, dated as of November 12, 2006,
between Solexa, Inc. and Illumina, Inc. |
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99.1 |
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Press
Release dated November 13, 2006 |
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