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因美纳完成GRAIL收购,加速普及能够挽救患者生命的多癌种早期检测技术

在接受有关机构监管和法律审查期间,GRAIL将保持独立运营

 

美国加利福尼亚州圣迭戈——2021年8月18日,因美纳公司(纳斯达克股票代码:ILMN)宣布完成对GRAIL收购。GRAIL是一家专注于开发能挽救生命的多癌种早期检测技术的医疗公司。在欧盟委员会对此次收购进行监管审查期间,GRAIL仍将作为一家独立公司运营。

Illumina, Inc. headquarters in San Diego, CA

一年前,DNA测序领域的全球领导者因美纳首次宣布有意收购GRAIL。GRAIL公司在被因美纳剥离并作为独立公司运营四年后,与因美纳重新合并。GRAIL研发的Galleri血液检测产品能在患者症状显现之前检测出50种不同的癌症。因美纳对GRAIL的收购将加速这一早期检测产品在全球范围内更广泛的使用,拯救更多生命。

目前,欧盟监管机构仍在审查该交易,预计将在交易条款到期后做出决定。GRAIL在欧盟没有开展业务,且此次交易没有达到欧盟或任何欧盟成员国设定的并购阈值,因此公司认为欧盟委员会对此次收购并无司法管辖权。欧盟常设法院将于今年年末审理因美纳提出的管辖权异议。在诉讼期间,GRAIL将保持独立运营,因美纳将遵守法律程序中达成的任何最终决议。

收购GRAIL的交易在美国没有法律障碍。因美纳正在配合美国联邦贸易委员会的行政程序,并将一如既往地遵守美国法院的任何最终决议。

两家公司的重新结合有着充分的理由:

  • 这笔交易将挽救人们的生命。全世界每年约有1,000万人死于癌症,仅在美国,每年就有60万人死于癌症。在致死病例中,近71%的癌症尚无推荐的早期检测。在大多数癌症被检测出时,患者的生存几率已经很低。因美纳认为在道义上有责任让欧盟监管机构和美国法院对此次交易进行深入和全面的审查。而这只有通过因美纳现在收购GRAIL来实现。否则,交易条款会在上述监管机构和法院完成全面审查之前到期,时间将被贻误。

  • 目前,Galleri检测产品还未被纳入美国保险范围,患者虽然可以接受检测,但需要花费950美元。两家公司的合并可以尽快让更多患者以可负担的价格接受检测。多年来,因美纳在市场开发和准入方面的专长已经使基因检测覆盖全球超过10亿人口。因美纳的丰富经验将帮助Galleri检测产品实现更广泛的覆盖率及纳入医疗报销。

  • GRAIL和因美纳之间有着深厚的历史渊源。因美纳在2016年创立了GRAIL,并将其剥离成为一家独立的公司。GRAIL的第一批员工全部来自因美纳,且因美纳仍持有GRAIL 12%的股份。GRAIL和因美纳并非竞争对手关系,此次收购是一次纵向收购。

  • 根据以往的经验,当因美纳进入一个特定应用市场时,该市场规模就会扩大。早年,当因美纳进入无创产前检测领域后,检测价格下降、报销范围扩大、检测提供者数量增加,这让更多准父母有机会接受检测。

  • 因美纳本着尽快为更多人提供癌症早期检测的信念收购GRAIL。从抗击新冠肺炎疫情到为癌症患者匹配诊疗方法,因美纳始终致力于拯救生命和改善人类健康。全球首个新冠病毒基因组序列就是使用因美纳平台测定的。如今,基因测序已成为全球抗击疫情的关键工具。目前有70多个国家和地区正在使用因美纳平台追踪新冠病毒变异。

因美纳总裁兼首席执行官Francis deSouza表示:“如今,我们已经具备了筛查早期糖尿病和高胆固醇疾病的能力。而在不远的将来,我们就能在医生的诊室通过简单的血液检测进行多种癌症的早期检测。而癌症的早期检测可以挽救生命,这种新的基因检测技术对于人类健康和公共卫生经济来说将是一场变革。”

GRAIL首席执行官Hans Bishop表示:“GRAIL与因美纳的合并将尽快让更多人有机会使用Galleri检测产品。我们的目标是加快这一进程,让有需要的人能够在当地医生的诊室接受检测并获得高额报销。如果能早一年在美国提供Galleri检测,就有可能在9年内挽救1万人的生命。”

因美纳法律总顾问Charles Dadswell表示:“因美纳之所以决定收购并在达成收购之前让GRAIL保持独立运营,是为了让监管程序继续进行,同时在交易条款到期之前完成此次纵向收购,以确保公司能挽救更多生命,并促进良性竞争。我们将遵守法院作出的任何最终决议。”

关于因美纳

因美纳公司致力于推动和激发基因组学的发展而不断改善人类健康。专注创新使我们成为全球基因测序和芯片技术的领导者,并为全球范围的科研、临床和应用市场客户提供专业服务。我们的产品广泛应用于生命科学、肿瘤学、生殖保健、农业及其他新兴领域。欲了解更多信息,请访问www.illumina.com.cn或关注Illumina微信公众号。

投资者关系:
Brian Blanchett
858.291.6421
IR@illumina.com

媒体:
Dr. Karen Birmingham(全球)
646.355.2111
pr@illumina.com

Transaction Details

As previously disclosed, the merger consideration for Illumina's acquisition of GRAIL included cash and shares of Illumina common stock, as well as contingent value rights (CVRs) or additional shares of Illumina common stock.

GRAIL stockholders, including Illumina, are entitled to cash consideration of approximately $3.5 billion or, excluding Illumina, approximately $3.1 billion.  We are also spending approximately $0.4 billion in cash to cover the tax withholding requirements from net settling shares of Illumina common stock issuable to GRAIL employees.

The base stock consideration was subject to a collar, where the number of shares issued at closing varied in the event the 20-trading-day volume weighted average price of Illumina stock as of 10 trading days prior to closing is between $295 and $399 but was fixed at 11.3 million shares if such volume weighted average share price is above $399, which is where the stock has traded over the last couple months. 

In addition to the cash consideration and the base stock consideration, GRAIL stockholders were entitled, at their election, to receive CVRs or additional shares of Illumina common stock. The CVRs entitle holders to receive future payments representing a pro rata portion of certain GRAIL-related revenues each year for a 12-year period starting at close.  This will reflect a 2.5% payment right to the first $1 billion of revenue each year for 12 years.  Revenue above $1 billion each year will be subject to a 9% contingent payment right during this same period. Holders of approximately 47% of GRAIL equity interests and/or awards (on a fully diluted basis), or 54% excluding Illumina, elected to receive the CVR consideration.

The alternative additional stock consideration (that GRAIL stockholders could elect to receive in lieu of CVRs) consisted of up to $850 million of shares of Illumina common stock, with the number of shares issued capped at a specified amount if the 20-trading-day volume weighted average price of Illumina stock as of 10 trading days prior to closing is less than $280, which did not occur. In total, we will be issuing approximately 9.8 million shares of Illumina common stock as part of this acquisition. The number of shares issued reflects approximately 11.3 million shares of base stock consideration and approximately 0.7 million shares of additional stock consideration (in lieu of CVRs), reduced by approximately 1.4 million shares to which Illumina is entitled in respect of its GRAIL stock and approximately 0.8 million shares in respect of GRAIL employee net share settlement.

Conference Call Information

Illumina will host a conference call to discuss the transaction today, August 18, 2021 at 5:30 p.m. ET.  Interested parties may access the live teleconference through the Investor Relations section of Illumina's web site under the "company" tab at www.illumina.com. Alternatively, individuals can access the call by dialing the Toll-Free Dial-In Number: (866) 211-4597, or the International Dial-In Number: (647) 689-6853 outside North America, both with Conference ID: 9955888.  Following the call, a replay will be posted on Illumina website and will be available for at least 30 days following posting.

Cautionary Notes on Forward-Looking Statements

This communication contains "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "see," "will," "would," "may," "target," similar expressions and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the effects of the consummation of the transaction and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the possibility of fines, penalties, remedies or restrictions sought or imposed by governmental or regulatory authorities as a result of consummating the transaction, (ii) the possibility of other adverse consequences to, among other things, Illumina's reputation, its relationships with governmental or regulatory authorities or its ability to successfully complete future acquisitions and/or divestitures as a result of consummating the transaction, (iii) the potential impact of unforeseen liabilities, future capital expenditures, revenues, costs, expenses, earnings, synergies, economic performance, indebtedness, financial condition and losses on the future prospects, business and management strategies for the management, expansion and growth of Illumina's business after the consummation of the transaction, (iv) potential adverse reactions or changes to business relationships resulting from the completion of the transaction, (v) any negative effects of the consummation of the transaction on the market price of Illumina's common stock and on Illumina's operating results, (vi) risks associated with third-party contracts containing consent and/or other provisions that have been triggered by the consummation of the transaction, (vii) the risks and costs associated with the integration of, and the ability of Illumina to integrate, GRAIL, Inc.'s ("GRAIL") business successfully and to achieve anticipated synergies, including any delay in integration following any hold separate period, (viii) the risks and costs associated with the development and commercialization of, and Illumina's ability to develop and commercialize, GRAIL's products, including Galleri, the cancer screening test developed by GRAIL; (ix) Illumina's ability to obtain regulatory clearance for its products from government agencies; (x) Illumina's ability to obtain approval by third-party payors to reimburse patients for its products; (xi) the risk that disruptions from the consummation of the transaction or any associated legal or regulatory proceedings or obligations will harm Illumina's business, including current plans and operations, (xii) legislative, regulatory and economic developments, (xiii) the other risks described in the Consent Solicitation Statement of GRAIL, Inc. and Prospectus of Illumina, Inc. (the "Consent Solicitation Statement/Prospectus") that is included in the registration statement on Form S-4 (File No. 333-250941) filed by Illumina with the Securities and Exchange Commission (the "SEC") (as amended, the "Registration Statement"), as well as in Illumina's most recent annual reports on Form 10-K and quarterly reports on Form 10-Q and in the registration statement on Form S-1 filed with the SEC by GRAIL on September 9, 2020, as amended on September 17, 2020, and (xiv) management's response to any of the aforementioned factors.

These risks, as well as other risks associated with the transaction, are more fully discussed in the Consent Solicitation Statement/Prospectus that is included in the Registration Statement. While the list of factors presented here is, and the list of factors presented in the Registration Statement are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Illumina's financial condition, results of operations, credit rating or liquidity. Illumina does not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

Exhibit A Net Consideration (unaudited)

 
 

Shares (in millions)

Cash (in billions)

     

All GRAIL Shareholders

11.3

$3.5

(-) Illumina Holdings (a)

(1.4)

(0.4)

GRAIL Shareholders (excluding Illumina)

9.9

3.1

(+) Additional Stock (in lieu of CVRs) (b)

0.7

-

(+) Employee Share Net Settlement (c)

(0.8)

0.4

Net Consideration (excluding Illumina) (d)

9.8

$3.5

     
   

(a)

Illumina owned 12.0% of the outstanding equity interests in GRAIL on a fully diluted basis.

(b)

GRAIL stockholders were entitled, at their election, to receive contingent value rights (CVRs) or additional shares of Illumina common stock. Holders of approximately 46% of GRAIL total equity interests and/or awards (on a fully diluted basis; excluding Illumina) elected to receive additional shares of Illumina common stock.

(c)

In accordance with the Amendment to the Agreement and Plan of Merger, dated as of February 4, 2021, the withholding tax obligation for the stock received by current and former GRAIL employees in respect of their equity awards was satisfied on a "net settlement" basis. As a result, the total number of shares issued was reduced by a number of shares with a value equal to such withholding obligation, and an equivalent cash amount was paid by Illumina in respect of such withholding obligations.

 (d)

Excludes potential future consideration for the approximately 54% of GRAIL stockholders (on a fully diluted basis; excluding Illumina) that elected to receive the CVRs.  The CVRs entitle holders to receive future payments representing a pro rata portion of certain GRAIL-related revenues each year for a 12-year period starting at close.  This will reflect a 2.5% payment right to the first $1 billion of revenue each year for 12 years.  Revenue above $1 billion each year will be subject to a 9% contingent payment right during this same period.

 

 

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SOURCE Illumina, Inc.

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