Roche (SIX: RO, ROG; OTCQX: RHHBY) has received a request for additional information, often referred to as a "second request," from the Federal Trade Commission ("FTC") in connection with Roche's proposed acquisition of Illumina, Inc. (NASDAQ: ILMN) The second request was issued pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act"). The second request seeks additional information regarding Roche's microarray business.
The effect of the second request is to extend the waiting period imposed by the HSR Act until 10 days after Roche has substantially complied with the second request, unless that period is extended voluntarily by Roche or terminated sooner by the FTC.
Roche will continue to work closely and cooperatively with the FTC as it conducts its review of the proposed transaction in order to respond to and resolve expeditiously any questions the FTC may have.
About the Offer
On January 27, 2012, Roche commenced a tender offer to acquire all outstanding shares of Illumina for $44.50 per share in cash or an aggregate of approximately $5.7 billion on a fully diluted basis. This offer represents a substantial premium to Illumina's unaffected market prices: a premium of 64% over Illumina's closing 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.
Greenhill & Co., LLC and Citigroup Global Markets, Inc. are acting as financial advisors to Roche and Davis Polk & Wardwell LLP is acting as legal counsel.
About Roche
Headquartered in Basel, Switzerland, Roche is a leader in research-focused healthcare with combined strengths in pharmaceuticals and diagnostics. Roche is the world's largest biotech company with truly differentiated medicines in oncology, virology, inflammation, metabolism and CNS. Roche is also the world leader in in-vitro diagnostics, tissue-based cancer diagnostics and a pioneer in diabetes management. Roche's personalised healthcare strategy aims at providing medicines and diagnostic tools that enable tangible improvements in the health, quality of life and survival of patients. In 2011, Roche had over 80'000 employees worldwide and invested over 8 billion Swiss francs in R&D. The Group posted sales of 42.5 billion Swiss francs. Genentech, United States, is a wholly owned member of the Roche Group. Roche has a majority stake in Chugai Pharmaceutical, Japan.