- "When-issued" trading expected to begin on or about
June 12, 2024
- Record date for distribution of GRAIL shares will be
June 13, 2024
- Distribution date for GRAIL shares anticipated to be
June 24, 2024
SAN
DIEGO, June 3, 2024 /PRNewswire/ -- Illumina,
Inc. (NASDAQ: ILMN) today announced that its Board of Directors has
approved the spin-off of GRAIL. GRAIL is anticipated to spin off
from Illumina on June 24, 2024, and
has applied to list on Nasdaq as "GRAL."
"Today's announcement marks a milestone for Illumina and signals
an important step forward for the company, since the divestiture of
GRAIL is one of our 2024 priorities," said Jacob Thaysen, CEO of Illumina. "As we prepare
to lead the next era of genomics innovation, we believe GRAIL will
play an important role in advancing the industry and improving
human health. We will maintain a minority share of 14.5% in GRAIL
and remain excited about GRAIL's breakthroughs in the fight against
cancer. We also look forward to exploring opportunities where we
can support GRAIL's work with industry-leading technologies and
solutions."
Stock Distribution
Illumina shareholders will retain their current shares of
Illumina common stock and, on the distribution date, also receive
one share of GRAIL common stock for every six shares of Illumina
common stock held at the close of business on June 13, 2024, the record date for the
distribution. The distribution is expected to occur at 12:01 a.m. ET on June 24,
2024, subject to customary conditions such as the
effectiveness of the registration statement.
Illumina's Board of Directors has declared a pro rata dividend
of 85.5% of the outstanding common stock of GRAIL to Illumina's
shareholders, and Illumina will retain 14.5% of the outstanding
shares of GRAIL common stock.
Fractional shares of GRAIL common stock will not be distributed
to Illumina shareholders. Instead, the fractional shares of GRAIL
common stock will be aggregated and sold in the open market, with
the net proceeds distributed pro rata in cash payments to Illumina
shareholders who would otherwise receive a fractional share of
GRAIL common stock.
No action or payment is required by Illumina shareholders to
receive shares of GRAIL common stock or cash in lieu of fractional
shares. An Information Statement containing details regarding the
distribution of the shares of GRAIL common stock, GRAIL's business
and management following the spin-off, and other information
regarding the spin-off will be made available to Illumina
shareholders prior to the distribution date.
For U.S. federal income tax purposes, Illumina's U.S.
shareholders (other than those subject to special rules) generally
should not recognize 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.
Trading Details
Beginning on or about June 12,
2024, and continuing until, but not including, the
distribution date, it is expected that GRAIL common stock will
trade on a "when-issued" basis on Nasdaq under the ticker symbol
"GRAL WI." On Friday, June 21, 2024,
when-issued trading of GRAIL common stock will end and on
Tuesday, June 25, 2024, GRAIL common
stock will begin trading "regular way" on Nasdaq under the ticker
symbol "GRAL." Illumina will continue to trade on Nasdaq under the
ticker symbol "ILMN."
Also beginning on or about June 12,
2024, and continuing until, but not including, the
distribution date, it is expected that there will be two markets in
Illumina common stock. Illumina shares that trade in the "regular
way" market under the symbol "ILMN" will trade with an entitlement
to shares of GRAIL common stock to be distributed pursuant to the
distribution. Illumina shares that trade in the "ex-distribution"
market under the symbol "ILMN WI" will trade without an entitlement
to shares of GRAIL common stock.
Illumina shareholders who sell their shares in the "regular way"
market before the distribution date, will also be selling their
entitlement to receive GRAIL common shares in the distribution.
Investors are encouraged to consult with their financial advisors
regarding the specific implications of buying or selling Illumina
common stock on or before the distribution date.
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, particularly those
relating to the ability to successfully complete the spin-off on a
tax-free basis, within the expected time frame or at all, 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
GRAIL 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. GRAIL, LLC, is a subsidiary of
Illumina, Inc. (NASDAQ: ILMN) currently held separate from
Illumina, Inc. under the terms of the Interim Measures Order of the
European Commission. For more information, visit
grail.com.
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
View original
content:https://www.prnewswire.com/news-releases/illumina-board-of-directors-approves-spin-off-of-grail-declares-spin-off-dividend-of-grail-shares-302162479.html
SOURCE Illumina, Inc.