- GRAIL spin-off complete; GRAIL to begin regular way trading
as "GRAL" on June 25
- Illumina to issue second quarter 2024 results on
August 6; leadership to present
Strategy Update on August 13
SAN
DIEGO, June 24, 2024 /PRNewswire/ -- Illumina,
Inc. (NASDAQ: ILMN) today announced the successful completion of
the spin-off of GRAIL. This milestone follows the company's
previously announced plans to divest GRAIL, and GRAIL is now a
public and independent company. GRAIL will begin regular way
trading on Nasdaq on Tuesday, June 25
under the ticker symbol "GRAL." Illumina will continue to trade on
Nasdaq under the ticker symbol "ILMN."
"With the completion of the spin-off of GRAIL, we have achieved
our goal of divesting GRAIL in a manner that allows its
breakthrough technology to continue benefiting patients," said
Jacob Thaysen, CEO of Illumina.
"Illumina will maintain a minority share of 14.5% in the company.
GRAIL plays a critical role in the fight against cancer, and while
the company is no longer part of Illumina, we remain confident in
its future and will continue to support GRAIL with our sequencing
technology, end-to-end workflows, and suite of services."
Later this week, Illumina will file an 8-K/A providing
historical unaudited pro forma financial information and will
provide supplemental non-GAAP information on its investor relations
website at https://investor.illumina.com.
Illumina also announced it will issue results and host its
earnings call for the second quarter of 2024 following the close of
market on Tuesday, August 6, 2024.
Illumina will also host a virtual Strategy Update on Tuesday, August 13, 2024, beginning at
8:00 am Pacific Time (11:00 am Eastern Time) and running for
approximately two hours. Additional details for these events will
be announced in the coming weeks and provided on Illumina's
investor relations website, https://investor.illumina.com. Replays
of these events will be posted on Illumina's investor relations
website after each event and for at least 30 days following.
"As we turn the page, we are excited to share our plan to
accelerate topline growth, achieve operational excellence, deliver
for our customers, and maximize value for shareholders in our
upcoming strategy update," said Thaysen. "Illumina is prepared to
lead the next era of innovation in next generation sequencing by
continuing to focus on strengthening our business and catalyzing
the industry with an even greater focus on our customers'
priorities."
Financing Information
As previously disclosed, on June 17,
2024, Illumina entered into a 364-day delayed draw credit
agreement that provided for a senior unsecured term loan credit
facility in an aggregate principal amount of up to $750 million. The credit facility was drawn in
full on June 20, 2024, and the
proceeds, together with cash from Illumina's balance sheet, were
used to fund cash to the balance sheet of GRAIL in connection with
Illumina's divestment of GRAIL. The current borrowing rate under
the credit facility is approximately 6.70%.
Distribution Details
The separation was achieved through the distribution of 85.5% of
the outstanding shares of GRAIL to holders of Illumina common stock
at 12:01 a.m. ET on June 24, 2024 (the "Distribution Date"). In
addition to retaining their shares of Illumina common stock,
Illumina shareholders received one share of GRAIL common stock for
every six shares of Illumina stock held as of close of business on
the record date of June 13, 2024.
Illumina retained 14.5% of the outstanding shares of GRAIL common
stock.
On Tuesday, June 25, 2024, the
first trading day following the Distribution Date, GRAIL will begin
trading "regular way" on Nasdaq under the ticker symbol "GRAL."
There will no longer be two markets in Illumina common stock and
Illumina will continue to trade on Nasdaq under the ticker symbol
"ILMN."
Fractional shares of GRAIL common stock were not distributed to
Illumina shareholders and are instead being aggregated and sold in
the open market. The net proceeds will be distributed pro rata, in
cash, to Illumina shareholders who would otherwise have received a
fractional share of GRAIL common stock.
For U.S. federal income tax purposes, Illumina's U.S.
shareholders (other than those subject to special rules) generally
should not recognize a gain or loss as a result of the distribution
of GRAIL shares, except with respect to cash received in lieu of
fractional shares. Illumina shareholders are urged to consult with
their tax advisors with respect to the U.S. federal, state, and
local or foreign tax consequences, as applicable, of the
spin-off.
For more information about the distribution, please contact the
distribution agent, Computershare Trust Company, N.A., at 150
Royall Street, Canton, MA 02021 or
at the telephone number 877-373-6374.
Use of forward-looking statements
Some of the statements in this press release are forward-looking
statements within the meaning of the safe harbor provisions of the
U.S. Private Securities Litigation Reform Act of 1995. Actual
results could differ materially from expectations expressed or
implied in the forward-looking statements if one or more of the
underlying assumptions or expectations prove to be inaccurate or
are unrealized. Important factors that could cause actual results
to differ materially from such expectations are and will be
detailed in (i) with respect to Illumina, Illumina's most
recent Annual Report on Form 10-K and subsequent Quarterly Report
on Form 10-Q, including in each case under the heading Risk
Factors, and in Illumina's other filings with the U.S. Securities
and Exchange Commission (the "SEC") and (ii) with respect to
GRAIL, GRAIL's registration statement on Form 10 filed with the SEC
on May 6, 2024 (as amended and
further supplemented). These forward-looking statements are based
on management's current expectations and are subject to certain
risks, uncertainty, and changes in circumstances including, without
limitation, whether the spin-off will be consummated on the
expected terms, or at all. Neither Illumina nor GRAIL undertake
responsibility for updating these statements, and these statements
speak only as of the date of this press release.
About Illumina
Illumina is improving human health by unlocking the power of the
genome. Our focus on innovation has established us as a global
leader in DNA sequencing and array-based technologies, serving
customers in the research, clinical, and applied markets. Our
products are used for applications in the life sciences, oncology,
reproductive health, agriculture, and other emerging segments. To
learn more, visit www.illumina.com and connect with us on
X (Twitter), Facebook, LinkedIn,
Instagram, TikTok, and YouTube.
About GRAIL, Inc.
GRAIL, Inc., is a healthcare company whose mission is to detect
cancer early, when it can be cured. GRAIL is focused on alleviating
the global burden of cancer by using the power of next-generation
sequencing, population-scale clinical studies, and state-of-the-art
machine learning, software, and automation to detect and identify
multiple deadly cancer types in earlier stages. GRAIL's targeted
methylation-based platform can support the continuum of care for
screening and precision oncology, including multi-cancer early
detection in symptomatic patients, risk stratification, minimal
residual disease detection, biomarker subtyping, treatment and
recurrence monitoring. GRAIL is headquartered in Menlo Park, CA with locations in Washington, D.C., North Carolina, and the United Kingdom. For more information, visit
grail.com.
Contacts
Illumina investors:
Salli Schwartz
858-291-6421
IR@illumina.com
Illumina media:
Bonny Fowler
740-641-5579
PR@illumina.com
GRAIL investors:
Alex Dobbin
IR@grail.com
GRAIL media:
Trish Rowland
Kristen Davis
PR@grail.com
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SOURCE Illumina, Inc.