The law firm of Brower Piven, A Professional Corporation, has commenced an investigation into possible breaches of fiduciary duty to current shareholders of Illumina, Inc. and other violations of law by the board of directors of Illumina relating to the proposed acquisition of the Company by Roche.
The firm’s investigation seeks to determine, among other things, whether the Board breached its fiduciary duties by responding unreasonably to Roche’s offer to acquire Illumina well above its market price.
On 25 January Roche announced that it is proposing to acquire all outstanding shares of Illumina for $44.50 per share in cash, or an aggregate of approximately $5.7bn. According to the press release, this offer represents a 64 percent premium over Illumina’s 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 percent premium over the one-month historical average, and a 43 percent premium over the three-month historical average of Illumina’s share price, both as of December 21. It also represents a 30.1x multiple of Illumina’s projected forward earnings based upon analysts’ current consensus estimates for 2012.
According to the press release, Roche has made multiple efforts to engage with Illumina’s Board in order to reach a negotiated transaction, but the Board has been unwilling to participate in substantive discussions. As a result Roche decided to commence a tender offer to purchase all of the outstanding shares of common stock of Illumina.
ACQ Magazine more news…