- Illumina's director nominees bring deep commercial, scientific
and business experience from leading organizations including
Microsoft, Symantec, and Medco-UBC
- Leading proxy advisory firm ISS has recommended Illumina
shareholders vote FOR Illumina CEO Francis deSouza and Board
member Robert Epstein
- Icahn's associates bring ZERO relevant experience and
ZERO independence
- Illumina requests shareholders to vote the WHITE proxy
card today FOR all nine of Illumina's director nominees
- Annual Meeting will be held virtually on May 25, 2023, at 10:00 am
Pacific Time (1:00 pm Eastern
Time)
- For more information, visit www.IlluminaForward.com
SAN
DIEGO, May 15, 2023 /PRNewswire/ -- Illumina
(NASDAQ: ILMN), a global leader in DNA sequencing and array-based
technologies, today issued a shareholder letter outlining the
purpose-built mix of skills Illumina's nominees bring to the Board
compared to Carl Icahn's unqualified
associates, each of whom lack relevant experience and
independence.
Institutional Shareholder Services ("ISS"), a leading
independent proxy voting and corporate governance advisory firm,
recommends Illumina shareholders vote FOR Illumina CEO
Francis deSouza and Board member Robert
Epstein. In a report dated May 12,
2023, ISS noted that Icahn's associates – Jesse
Lynn, Andrew Teno, and Vincent Intrieri – "are
largely interchangeable," further stating that Icahn "is seeking to
replace the company's Chairman, CEO, and longest-tenured director
with a three-member slate that is relatively homogenous. All three
are investment professionals who work or worked for Icahn for
years."
Illumina is pleased that ISS recognizes the strength of
Illumina's Board and supports its best-in-class governance
practices. ISS's recommendation that shareholders reject two of
Icahn's associates is recognition that Illumina has the right skill
sets and experiences on its Board to advance the company's
strategic goals for value creation.
It's also important for Illumina shareholders to know that
Carl Icahn's firm, Icahn Enterprises
LP (NASDAQ: IEP), revealed on May 10,
2023, that the U.S. Attorney's office for the Southern
District of New York has launched
a federal investigation into the company's practices. Two of
Icahn's nominees – Jesse Lynn,
general counsel, and Andrew Teno, a
senior portfolio manager – currently work at IEP, the entity being
investigated by authorities.
The federal investigation into governance matters and other
issues was launched one day after a well-known analysis firm,
Hindenburg Research, issued a lengthy and highly critical report
that accused Carl Icahn's IEP of
inflating valuations for IEP's less liquid and private assets, as
well as using cash from new investors to pay dividends to existing
investors. "Such Ponzi-like economic structures are sustainable
only to the extent that new money is willing to risk being the last
one 'holding the bag,'" the Hindenburg report concluded.
Illumina holds itself to the highest standards of performance
and value creation and is dedicated to executing its innovation
roadmap to empower genomic breakthroughs. The company is
laser-focused on taking the steps necessary
to immediately and consistently improve performance on a
number of critical dimensions – revenue growth, cost management,
and innovation – and will regularly engage with shareholders to
provide updates on progress on these measures. Illumina recently
committed to higher margins in 2024 and 2025 and announced plans to
reduce annualized run rate costs by more than $100 million starting later this year.
Conversely, to date Icahn has not offered anything resembling a
strategy to improve performance.
Illumina's Board of Directors requests that shareholders protect
the value of their investment and future of the company by voting
the WHITE proxy card
today FOR all nine of the company's highly
qualified director nominees and not for Carl Icahn's unfit three associates. The Annual
Meeting will be held on May 25, 2023, at 10:00 am Pacific
Time (1:00 pm Eastern Time).
Shareholders of record as of close of business on April 3,
2023, are entitled to vote at the meeting, no matter how many or
how few shares they own.
The full text of the letter follows:
VOTE USING THE WHITE PROXY CARD TODAY IN SUPPORT OF
ILLUMINA'S NINE HIGHLY QUALIFIED DIRECTORS
May 15, 2023
Dear Shareholder,
This is a critical time for your investment in Illumina. We are
quickly approaching our 2023 Annual Meeting, scheduled for
May 25, 2023, at 10:00 am Pacific Time (1:00 pm Eastern Time), and we need
your vote in support of Illumina. Please vote the
WHITE proxy card today FOR all nine of the company's
highly qualified director nominees.
Investor Carl Icahn has been
campaigning to replace our deeply experienced Board nominees
Francis deSouza, CEO, Robert
Epstein, MD, and John
Thompson, Chair of the Board, with three of his unfit
associates. Illumina's Board does not endorse Carl Icahn and believes the election of his
three associates would detract from Illumina's long-term
strategy. Icahn's nominees bring NO additive skills,
NO relevant industry experience, and NO independence
from Icahn. Icahn's attempt to position his associates as
street-smart financial experts is, like most of his campaign,
nonsensical. His nominees have no successful operating experience
in senior management roles, unlike many of Illumina's directors
(including those he is seeking to replace).
To that end, Institutional Shareholder Services ("ISS"), a
leading independent proxy voting and corporate governance advisory
firm, has recommended Illumina shareholders vote
FOR eight of Illumina's highly qualified director
nominees. In a report dated May 12,
2023, ISS noted that Icahn's associates – Jesse
Lynn, Andrew Teno, and Vincent Intrieri – "are
largely interchangeable," further stating that Icahn "is seeking to
replace the company's Chairman, CEO, and longest-tenured director
with a three-member slate that is relatively homogenous. All three
are investment professionals who work or worked for Icahn for
years."
Illumina is pleased that ISS recognizes the strength of
Illumina's Board and supports its best-in-class governance
practices. ISS's recommendation that shareholders reject two of
Icahn's associates is recognition that Illumina has the right skill
sets and experiences on its Board to advance the company's
strategic goals for value creation.
It's also important for Illumina shareholders to know that
Carl Icahn's firm, Icahn Enterprises
LP (NASDAQ: IEP), revealed on May 10,
2023, that the U.S. Attorney's office for the Southern
District of New York has launched
a federal investigation into the company's practices. Two of
Icahn's nominees – Jesse Lynn,
general counsel, and Andrew Teno, a
senior portfolio manager – currently work at IEP, the entity being
investigated by authorities.
The federal investigation into governance matters and other
issues was launched one day after a well-known analysis firm,
Hindenburg Research, issued a lengthy and highly critical report
that accused Carl Icahn's IEP of
inflating valuations for IEP's less liquid and private assets, as
well as using cash from new investors to pay dividends to existing
investors. "Such Ponzi-like economic structures are sustainable
only to the extent that new money is willing to risk being the last
one 'holding the bag,'" the Hindenburg report concluded.
Illumina's Board is highly qualified with deep industry
experience and expertise
Our nominees bring extensive and diverse business, financial,
operating, regulatory and scientific backgrounds in the life
sciences and technology sectors, and have presided over the growth
of biotech companies, run public life sciences and technology
companies, and brought world-class products to market. The three
Illumina nominees that Icahn has decided to target far outmatch
Icahn's own slate in skills and expertise.
Illumina has laid out strategies to create additional value
by improving both the top and bottom line
Illumina holds itself to the highest standards of performance
and value creation and is dedicated to executing its innovation
roadmap to empower genomic breakthroughs. The company is
laser-focused on taking the steps necessary
to immediately and consistently improve performance on a
number of critical dimensions – revenue growth, cost management,
and innovation – and will regularly engage with shareholders to
provide updates on progress on these measures. Illumina recently
committed to higher margins in 2024 and 2025 and announced plans to
reduce annualized run rate costs by more than $100 million starting later this year.
Conversely, to date Icahn has not offered anything resembling a
strategy to improve performance.
To further advance the company's strategic goals for value
creation, Illumina has an ongoing Board refreshment process and has
developed profiles for two new directors, based on the skills that
would help Illumina achieve its strategic objectives over the next
five years and beyond. This rigorous process began by evaluating
more than 85 candidates, and culminated with the selection of two
finalists. The Board did not complete its evaluation prior to the
relevant deadlines for the Annual Meeting, and anticipates that the
process will continue after the Annual Meeting.
Illumina's director nominees bring deep commercial,
scientific and business experience from leading organizations
including Microsoft, Symantec, and Medco-UBC
Illumina firmly believes that it has the right team and strategy
in place to deliver long-term sustainable value for shareholders.
Carl Icahn is determined to replace
three experienced, proven, and vetted company nominees with
objectively weaker ones. Icahn's increasingly desperate claims –
diversions woven from nonsense ideas he presents as facts – are
intended to distract from basic truth that he and his nominees
possess no actionable plan for Illumina.
FRANCIS DESOUZA, ILLUMINA
CEO
- 10 years of experience in the genomics industry
- Significantly expanded Illumina's commercial footprint,
achieving an 11% CAGR in revenue over the last five years and
growing revenue from $2.2 billion to
$4.6 billion since becoming CEO in
2016
- Founded two successful technology startups
- History of successfully developing and commercializing new
technologies from incubation stage
- More than a decade of senior-level roles at Microsoft and
Symantec
ROBERT EPSTEIN, MD
- 35 years of experience in diagnostic and biopharmaceutical
reimbursement, both as a developer of evidence and as a payor
- Understands the risks and opportunities associated with
operating in markets regulated by the FDA and other global
regulatory bodies
- Current independent chair at Veracyte, director at Fate
Therapeutics, and CEO of Epstein Health LLC
- Previous Chief Medical Officer of Medco-UBC, overseeing
acquisitions in the healthcare and life science services
spaces
JOHN THOMPSON, CHAIR OF THE
BOARD
- More than 40 years of experience leading companies through
periods of transformative growth and value creation
- Current director at Microsoft; as previous chair and lead
independent director, led the appointment of Satya Nadella as CEO
- During Microsoft tenure, the company delivered a total
shareholder return (TSR) of 885%
- In 10 year tenure as CEO at Symantec, grew revenue from
$600 million to $6 billion and delivered a TSR of 819%
- At Symantec, ranked by Harvard Business Review as one of The
Best-Performing CEOs in the World
Icahn's nominees are not right for Illumina's Board
Carl Icahn's associates – Jesse
Lynn, Andrew Teno, and Vincent Intrieri – are all
current or former employees of Icahn who "answer to" him, in
Icahn's own words.1 They are NOT
independent, will NOT act in the best interest of Illumina's
shareholders, and have NO expertise in Illumina's core
business. Icahn's associates' only qualification appears to be
their allegiance to him.
Illumina's Nominating/Corporate Governance Committee assessed
Icahn's associates and unanimously determined NOT to
recommend them to the Board.
JESSE LYNN
- No biotech experience as an executive or a director
- Already overboarded with 4 public board
directorships
- No additive skills – "broad business, legal and
administration experience, experience as a public company director
and experience in a variety of industries" do not bring anything
new or fill any gaps in experiences for Illumina's Board
- General Counsel at IEP, which is being investigation by U.S.
Attorney for the Southern District of New
York for governance and other matters
ANDREW TENO
- No biotech experience as an executive or a director
- Would be overboarded with 4 public board
directorships
- No additive skills – "broad business and investment
experience, experience as a public company director…and familiarity
with national and international business matters" do not bring
anything new or fill any gaps in experiences for Illumina's
Board
- Portfolio Manager at Icahn Capital, the investment arm of IEP,
which is being investigated by the U.S. Attorney for the Southern
District for governance and other matters
VINCENT INTRIERI
- No biotech experience as an executive or a director
- No additive skills – "expertise in finance and
accounting, international operations, strategy and public company
governance" do not bring anything new or fill any gaps in
experiences for Illumina's Board
- Former Senior Managing Director at Icahn Capital, the
investment arm of IEP, which is being investigated by the U.S.
Attorney for the Southern District for governance and other
matters
Icahn's nominees
HAVE NO:
Relevant public company managerial
experience
Comprehension of the legal and regulatory matters
related to GRAIL, including pending legal processes
Independence from Icahn, and their corresponding
inability to represent all of the interests of Illumina
shareholders
Carl Icahn's campaign of
factual inaccuracies and verifiably false claims should not
distract shareholders from understanding his own agenda. His
associates' only qualification appears to be their allegiance to
him.
We urge you to protect your investment from Icahn's self-serving
and disruptive campaign. Please reject all three of Carl Icahn's associates by voting the
WHITE proxy card today FOR all nine of the company's
highly qualified director nominees. The Annual Meeting will be held
virtually on May 25, 2023, at
10:00 am Pacific Time (1:00 pm Eastern Time). Shareholders of record as
of close of business on April 3,
2023, are entitled to vote at the meeting.
PLEASE VOTE THE WHITE PROXY CARD TODAY
Your Board recommends that you vote the WHITE proxy card
FOR ALL NINE of Illumina's nominees. We urge you NOT to vote
using any gold proxy card from Carl
Icahn or Icahn Partners LP and certain of its affiliates.
Please disregard and discard any gold proxy card. Please note that
if you inadvertently voted using Icahn's gold proxy card, you may
cancel that vote simply by voting again TODAY using the company's
WHITE proxy card. Only your latest-dated vote counts. Additional
information related to the Annual Meeting can be found at
IlluminaForward.com.
On behalf of Illumina's Board of Directors, we appreciate your
investment in Illumina and ask for your continued support.
Sincerely,
Board of Directors
Illumina, Inc.
YOUR VOTE IS IMPORTANT!
Please follow the easy instructions on the
enclosed WHITE proxy card or in the accompanying email.
If you have any questions, or need assistance in
voting your shares
please call our proxy solicitor:
INNISFREE M&A INCORPORATED
1 (800) 422-8620
(toll-free from the
U.S. and Canada)
or
+1 (412) 232-3651
(from other countries)
Remember, if you hold your shares in more than
one account,
you will receive separate notifications for each account.
Please be sure to vote ALL your accounts
using the WHITE proxy card relating to each account.
Forward-Looking Statements
This communication contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995, including statements regarding mandates, the future, business
plans and other statements that are not historical in nature. These
statements are made on the basis of Illumina's views and
assumptions regarding future events and business performance and
plans as of the time the statements are made. These forward-looking
statements may be accompanied by such words as "anticipate,"
"believe," "could," "estimate," "expect," "forecast," "intend,"
"may," "plan," "potential," "project," "target," "will" and other
words and terms of similar meaning. Illumina does not undertake any
obligation to update these statements unless required by applicable
laws or regulations, and you should not place undue reliance on
forward-looking statements. Among the important factors to which
our business is subject that could cause actual results to differ
materially from those in any forward-looking statements are: (i)
changes in the rate of growth in the markets we serve; (ii) the
volume, timing and mix of customer orders among our products and
services; (iii) our ability to adjust our operating expenses to
align with our revenue expectations; (iv) our ability to
manufacture robust instrumentation and consumables; (v) the success
of products and services competitive with our own; (vi) challenges
inherent in developing, manufacturing, and launching new products
and services, including expanding or modifying manufacturing
operations and reliance on third-party suppliers for critical
components; (vii) the impact of recently launched or pre-announced
products and services on existing products and services; (viii) our
ability to modify our business strategies to accomplish our desired
operational goals; (ix) our ability to realize the anticipated
benefits from prior or future actions to streamline and improve our
R&D processes, reduce our operating expenses and maximize our
revenue growth; (x) our ability to further develop and
commercialize our instruments, consumables, and products, including
Galleri™, the cancer screening test developed by GRAIL,
to deploy new products, services, and applications, and to expand
the markets for our technology platforms; (xi) the risks and costs
associated with our ongoing inability to integrate GRAIL due to the
interim measures imposed on us by the European Commission as a
result of their prohibition of our acquisition of GRAIL; (xii) the
risks and costs associated with the integration of GRAIL's business
if we are ultimately able to integrate GRAIL; (xiii) the risk that
disruptions from the consummation of our acquisition of GRAIL and
associated legal or regulatory proceedings, including related
appeals, or obligations will harm our business, including current
plans and operations; (xiv) the risk of incurring fines associated
with the consummation of our acquisition of GRAIL and the
possibility that we may be required to divest all or a portion of
the assets or equity interests of GRAIL on terms that could be
materially worse than the terms on which we acquired GRAIL; (xv)
our ability to obtain approval by third-party payors to reimburse
patients for our products; (xvi) our ability to obtain regulatory
clearance for our products from government agencies; (xvii) our
ability to successfully partner with other companies and
organizations to develop new products, expand markets, and grow our
business; (xviii) uncertainty, or adverse economic and business
conditions, including as a result of slowing or uncertain economic
growth, COVID-19 pandemic mitigation measures, or armed conflict;
(xix) the application of generally accepted accounting principles,
which are highly complex and involve many subjective assumptions,
estimates, and judgments and (xx) legislative, regulatory and
economic developments, together with the factors set forth in
Illumina's Annual Report on Form 10-K for the year ended
January 1, 2023 under the caption
"Risk Factors", in information disclosed in public conference
calls, the date and time of which are released beforehand, and in
filings with the Securities and Exchange Commission (the "SEC")
including, among others, quarterly reports on Form 10-Q.
Additional Information and Where to Find It
Illumina has filed with the SEC a definitive proxy statement on
Schedule 14A, containing a form of WHITE proxy card, with respect
to its solicitation of proxies for Illumina's 2023 Annual Meeting
of Stockholders. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) FILED BY ILLUMINA AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN
OR WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION.
Investors and security holders may obtain copies of these documents
and other documents filed with the SEC by Illumina free of charge
through the website maintained by the SEC at www.sec.gov. Copies of
the documents filed by Illumina are also available free of charge
by accessing Illumina's website at www.illumina.com.
Note regarding GRAIL
The European Commission adopted an order on September 6, 2022 prohibiting Illumina's
acquisition of GRAIL. We have filed an appeal of the Commission's
decision. The Commission has also adopted an order requiring
Illumina and GRAIL to be held and operated as distinct and separate
entities for an interim period. Compliance with the order is
monitored by an independent Monitoring Trustee. During this period,
Illumina and GRAIL are not permitted to share confidential business
information unless legally required, and GRAIL must be run
independently, exclusively in the best interests of GRAIL.
Commercial interactions between the two companies must be
undertaken at arm's length.
Participants
Illumina, its directors and executive officers and other members
of management and employees will be participants in the
solicitation of proxies with respect to a solicitation by Illumina.
Information about Illumina's executive officers and directors,
including information regarding the direct or indirect interests,
by security holdings or otherwise, is available in Illumina's
definitive proxy statement for its 2023 Annual Meeting, which was
filed with the SEC on April 20, 2023.
To the extent holdings by our directors and executive officers of
Illumina securities reported in the proxy statement for the 2023
Annual Meeting have changed, such changes have been or will be
reflected on Statements of Change in Ownership on Forms 3, 4
or 5 filed with the SEC. These documents are or will be available
free of charge at the SEC's website at www.sec.gov.
Investors:
Salli Schwartz
858-291-6421
IR@illumina.com
Media:
David McAlpine
347-327-1336
PR@illumina.com
Steve Lipin
Gladstone Place Partners
212-230-5930
1 Per 2 Mar 2023
conversation between Illumina and Carl
Icahn.
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SOURCE Illumina, Inc.