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Roche Names Proposed Board Nominees for Illumina

By a GenomeWeb staff reporter

NEW YORK (GenomeWeb News) – Following through on a plan it made public last week in connection with its $5.7 billion hostile takeover bid for Illumina, Roche today has published the names of the people it will nominate to serve on Illumina's board of directors.

Roche said that it has notified Illumina that it will nominate the slate of independent directors at Illumina's 2012 annual meeting, which has not yet been scheduled. If adopted by Illumina's shareholders, the Roche-nominated directors would comprise a majority of the Illumina board.

The nominees include:

• Barry Bailey, president of 4B Management and operating partner at investment firm Cressey & Co. he also previously served as CFO of AMN Healthcare Services and Valeant Pharmaceuticals International.

• Earl Collier, executive chairman of Arsenal Medical, CEO of 480 biomedical, and senior advisor to Polaris Venture Partners. He also is a former EVP at Genzyme, and for part of 2010 served as interim CEO of DeCode Genetics.

• Dwight Crane, a self-employed consultant who is currently lead director of the Legg Mason Partners Equity Funds. He also was a member of the Harvard Business School faculty for 38 years.

• David Dodd is a co-founder of VaxyGen Holdings and is CEO of RiversEdge BioVentures. He is a former Chairman and CEO of BioReliance, president and CEO of Serologicals, and president and CEO of Solvay Pharmaceuticals.

• Michael Griffith, CEO and director of Laureate Biopharmaceutical Services, as well as a founder and former CEO of Aptuit.

• Jay Hunt, president of The Development Group, a firm that provides advisory services on complex financial issues.

Roche also has proposed a slate of alternates that includes James Berges, John Gilly, Jack Kaye, Jonathan Macey, and Michael Wyzga.

"Our proposed slate of directors is composed of well-qualified and distinguished executives who we believe, if elected, will act in the best interest of Illumina's shareholders," Roche CEO Severin Schwan said in a statement.

"Although we are taking this step, our strong preference remains to engage in a constructive dialogue with Illumina to jointly develop an optimal strategy for maximizing value for Illumina shareholders and our combined business," he added. "Despite our repeated attempts, Illumina has been unwilling to participate in substantive discussions regarding a negotiated transaction."

In response to Roche's announcment today, Illumina's President and CEO Jay Flatley said in a statement "Our highly qualified board will continue to act independently and in the best interest of stockholders."

The company's board will continue to review Roche's tender offer and advise its shareholders of its formal position within 10 business days of Jan. 27, Flatley added.

Following Roche's bid last week Illumina's board adopted a poison pill provision aimed at preventing a hostile takeover of the firm.

"Consistent with its fiduciary duties, the Illumina Board has taken this action to ensure that our stockholders receive fair treatment and protection in connection with any proposal or offer to acquire [Illumina], including the proposal announced by Roche, and to provide stockholders with adequate time to properly assess any such proposal or offer without undue pressure while also safeguarding their opportunity to realize the long-term value of their investment in the company," Illumina CEO Jay Flatley said in a statement at the time.