Form SC TO-I/A ILLUMINA, INC. Filed by: ILLUMINA, INC.

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 1

to

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

 

 

Illumina, Inc.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

 

 

 

Contingent Value Rights		N/A
(Title of Class of Securities)		(CUSIP Number of Class of Securities)

Charles E. Dadswell

Senior Vice President, General Counsel and Secretary

5200 Illumina Way

San Diego, CA 92122

(858) 202-4500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

 

 

Copy to:

Andrew J. Pitts

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

(212) 474-1000

 

 

Calculation of Filing Fee

 

Transaction Valuation(1)		Amount of Filing Fee(2)
$753,507,727		$69,850

 

(1)

Estimated solely for purpose of calculating the filing fee. This Tender Offer Statement on Schedule TO relates to an exchange offer (the “Exchange Offer”) through which Illumina, Inc. (the “Company”) seeks to exchange any and all outstanding contingent value rights (“CVRs”) issued pursuant to the CVR Agreement (as defined below) for newly issued shares of the Company’s common stock, par value $0.01 per share, or cash. The transaction valuation was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as follows:

The product of (i) $1.97527, the book value of the CVRs on October 3, 2021, and (ii) 381,470,749, the maximum number of CVRs that could be accepted for exchange in the Exchange Offer.

 

(2)	The Amount of Filing Fee calculated in accordance with Rule 0-11(b) of the Exchange Act, equals $92.70 for each $1,000,000 of the value of the transaction.

 

☒	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing.

 

Amount Previously Paid: $69,850		Filing Party: Illumina, Inc.
Form or Registration No.: Schedule TO-I		Date Filed: November 15, 2021

 

☐	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

☐

third-party tender offer subject to Rule 14d-1.

 

☒

issuer tender offer subject to Rule 13e-4.

 

☐

going-private transaction subject to Rule 13e-3.

 

☐

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

☐

Rule 13e-4(i) (Cross-Border Issuer Tender Offer).

 

☐

Rule 14d-1(d) (Cross-Border Third-Party Tender Offer).

 

 

 

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO (as it may be further amended or supplemented from time to time, the “Schedule TO”), initially filed by Illumina, Inc., a Delaware corporation (the “Company”), on November 15, 2021, pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the Company’s offer to exchange newly issued shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), or cash, on the terms and subject to the conditions described in the offer to exchange, dated November 15, 2021 (as the same may be amended or supplemented from time to time, the “Offer to Exchange”) and in the related letter of transmittal (as the same may be amended or supplemented from time to time, the “Letter of Transmittal”, which together with the Offer to Exchange, as they may be amended or supplemented from time to time, constitute the “Exchange Offer”) for any and all outstanding contingent value rights issued pursuant to the Contingent Value Rights Agreement, dated as of August 18, 2021 (the “CVR Agreement”), among the Company, Computershare Trust Company, N.A., a federally chartered trust company, as Trustee, and Shareholder Representative Services LLC, a Colorado limited liability company, as Holder Representative.

This Amendment No. 1 is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Exchange Act. All information in the Exchange Offer, which was previously filed with the Schedule TO, is hereby expressly incorporated by reference into this Amendment No. 1, except that such information is hereby amended and supplemented to the extent specifically provided for herein.

Item 4. Terms of the Transaction.

The section of the Offer to Exchange titled “Questions and Answers About the Exchange Offer” is hereby amended and supplemented by replacing the last sentence of the third paragraph under “What are the conditions to the consummation of the Exchange Offer?” with the following:

“In addition, if any of the conditions to the Exchange Offer is not satisfied at any time prior to the expiration date of the Exchange Offer, we reserve the right to terminate the Exchange Offer at such time. As of the date of this Amendment No. 1, no condition that would permit us to terminate the Exchange Offer is not satisfied.”

The section of the Offer to Exchange titled “The Exchange Offer” is hereby amended and supplemented by replacing the last sentence of the third paragraph under “Conditions of the Exchange Offer” with the following:

“In addition, if any of the conditions to the Exchange Offer is not satisfied at any time prior to the expiration date of the Exchange Offer, we reserve the right to terminate the Exchange Offer at such time. As of the date of this Amendment No. 1, no condition that would permit us to terminate the Exchange Offer is not satisfied.”

The section of the Offer to Exchange titled “The Exchange Offer” is hereby amended and supplemented by replacing the sixth paragraph under “Conditions of the Exchange Offer” with the following:

“In addition, if any of the conditions to the Exchange Offer is not satisfied at any time prior to the expiration date of the Exchange Offer, we reserve the right to terminate the Exchange Offer at such time.”

The section of the Offer to Exchange titled “The Exchange Offer” is hereby amended and supplemented by adding the following at the end of the paragraph appearing under “Fractional Shares”:

“The Exchange Agent will sell the whole shares in the open market at prevailing market prices and then distribute the aggregate cash proceeds of the sales to shareholders pro rata (based on the fractional entitlements of each such holder). As a result, the amount of cash received by each holder in respect of its fractional entitlement will be based on the same per share sales price as every other holder of a fractional entitlement.”

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 22, 2021