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Roche tender offer for Illumina, Inc: $44.50 per share in cash

27-01-2012. Roche announced today that it has commenced a cash tender offer to acquire all outstanding shares of Illumina, Inc. (NASDAQ: ILMN). The offer and withdrawal rights are scheduled to expire at 12:00 midnight, New York City time, at the end of the day on February 24, 2012, unless the offer is extended. Under the terms of the offer, Roche is offering to acquire 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 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.

Roche’s offer is conditional upon, among other things, (i) the tender by Illumina’s stockholders prior to the expiration of the tender offer of a number of shares, which, together with the shares owned by Roche, represents at least a majority of the total number of shares outstanding on a fully diluted basis, (ii) the redemption of the preferred stock purchase rights associated with the shares or Roche’s satisfaction in its reasonable discretion that such rights have been invalidated or are otherwise inapplicable to the tender offer and the proposed merger, (iii) Roche’s satisfaction that the anti-takeover provisions of the Delaware General Corporation Law are inapplicable to the proposed merger and (iv) Illumina must not have entered into or effectuated any agreement or transaction with any person or entity having the effect of impairing Roche’s ability to acquire Illumina or otherwise diminishing the expected value to Roche of the acquisition of Illumina. If following the consummation of the offer Roche owns at least a majority of the outstanding

Source: Roche

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Roche NimbleGen Unveil the Secrets of Insidious Potato Blight

November 2009. A large international team of researchers recently published the 240-megabase DNA sequence of Phytophthora infestans, a robust parasitic water mold responsible for the Irish potato famine of the 1840s, in Nature (1). Breeders have not been able to produce potato cultivars that remain resistant to this insidious blight, aptly named as the plant (phyto) destroyer (phthora). This fungal-like pathogen is an oomycete, an eukaryote related to algae and diatoms that is transferred by wind-borne spores that spread rapidly and germinate on wet leaves, killing entire fields of potatoes, tomatoes, and other plants within a few weeks. Conservative estimates of potato crop losses attributed to late blight are about 16% (US$ 7.7 billion) of the global potato crop (US$ 47.2 billion) each year (2). The sequencing of this mold and subsequent genomic analyses will now help reveal details of its biologic and pathogenic processes, allowing more rapid development of reliable, environmentally benign, and economically feasible management tactics as well as insight into new breeding strategies.
Yearly potato production (300 Mt) substantially contributes to worldwide food security, surpassed only by wheat (630 Mt) and rice (608 Mt)(2). While it is important to identify the problem genes responsible for infection, it is equally important to identify the genes that develop resistance.
Brian J. Haas, a primary contributor from the Broad Institute of MIT and Harvard, noted that “NimbleGen services generated the data that made it possible for us to identify key genes in pathogenesis, as described in our recent Nature publication on the potato blight genome. In particular we identified a large number of so-called effector genes that are critical to pathogenesis that had been previously unknown and are extremely challenging to predict because of their small size and unusual structure.”
Senior author Chad Nusbaum, co-director of the Broad Institute’s Genome Sequencing and Analysis Program, added that “NimbleGen services generated data that made it possible for us to identify these genes in a timely and cost-competitive manner.”
The authors capitalized on Roche NimbleGen’s flexible array design capability to use the data from the newly sequenced genome to build a custom gene expression microarray, which helped measure gene level changes between the vegetative stage and infection stage. Nearly 3% of approximately 18,000 genes analyzed on the NimbleGen Gene Expression microarray are induced at least twofold during infection. Some of the induced genes belong to gene families with functions previously known to be involved in infection, such as RXLR genes, which may maintain virulence by suppressing host cell death. Understanding the P. infestans genes responsible for potato blight, and having unraveled its genetic code, will lead to methods for controlling the infection to improve food production and reduce the impact on worldwide crop losses.

(1) BJ Haas, S Kamoun, et al., Nature 2009 September 17; 241: 393–398; doi: 10.1038/nature08358
(2) AJ Haverkort, PC Struik, et al., Potato Res 2009 August 8; 52:249-264; doi: 10.1007/s11540-009-9136-3

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Roche tender offer for Illumina, Inc: $44.50 per share in cash

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