Davis Polk is advising Roche on its proposal to acquire Illumina, Inc. for $44.50 per share in cash, or approximately $5.7 billion on a fully diluted basis. In addition, Roche will nominate a slate of highly qualified, independent candidates for election to Illumina’s board of directors and propose certain other matters for the consideration of Illumina’s shareholders at Illumina’s 2012 annual meeting, which, if adopted, would result in Roche-nominated directors comprising a majority of the Illumina board. Roche’s offer will be subject to customary conditions, including the tender of a majority of Illumina’s shares of common stock.

Headquartered in Basel, Switzerland, Roche is a leader in research-focused health care with combined strengths in pharmaceuticals and diagnostics. Illumina is a leading developer, manufacturer and marketer of life science tools and integrated systems for the analysis of genetic variation and function. 

The Davis Polk team includes partners Arthur F. Golden and Marc O. Williams and associates Brian Wolfe, Christina Henderson and Sabrina L. Ursaner. Partner Ronan P. Harty and counsel Stephen M. Pepper are providing antitrust advice. Partner Lawrence Portnoy and associate Scott B. Luftglass are providing litigation advice. Partner Frank J. Azzopardi and associate David R. Bauer are providing intellectual property advice. Partner Jean M. McLoughlin and associate Jennifer Freiman are providing benefits advice. Partner Michael Mollerus is providing tax advice. All members of the Davis Polk team are based in the New York office.