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Roche Outlines Takeover Plan for Illumina Board


Roche last week outlined how it plans to gain a majority of Illumina's board of directors as part of its hostile takeover bid for the company.

At Illumina's 2012 annual meeting, expected to take place sometime this spring, the terms of four of the firm's nine directors will expire, and Roche will seek to fill these seats with four Roche-nominated candidates.

In addition, Roche plans to propose to increase the size of Illumina's board from nine to 11 directors, and fill the two additional seats with its own candidates, too, resulting in a majority of six Roche-nominated directors.

Roche proposed a slate of six "highly qualified, independent" candidates for election to Illumina's board last week, along with five alternate nominees. The candidates are Bary Baily, president of 4B Management; Earl Collier, executive chairman of Arsenal Medical; Dwight Crane, a self-employed consultant to financial institutions and a former Harvard Business School professor; David Dodd, CEO of RiversEdge BioVentures; Michael Griffith, CEO of Laureate Biopharmaceutical Services; and Jay Hunt, president of the Development Group (IS 1/31/2012).

Roche's alternates are James Berges, operating partner at Clayton, Dubilier & Rice; John Gilly, director of the vaccine clinical materials programs at SAIC-Frederick; Jack Kaye, a former partner at Deloitte & Touche; Jonathan Macey, professor of corporate law, corporate finance, and securities law at Yale University; and Michael Wyzga, president and CEO of Radius Health.

In a response to Roche's "board packing proposal", Illumina CEO Jay Flatley said that the current Illumina board is comprised of "nine highly qualified directors," including himself as well as eight independent directors. "Our highly qualified board will continue to act independently and in the best interests of stockholders," he said.

Illumina is expected to respond to Roche's tender offer from Jan. 27, and to advise its stockholders, later this week.

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