SC 13D
| |
|
|
| |
OMB APPROVAL |
|
| |
OMB Number: 3235-0145 |
|
| |
Expires: February 28, 2009
|
|
| |
Estimated average burden hours per response...15 |
|
| |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
Christian G. Cabou
Senior Vice President and General Counsel
Illumina, Inc.
9885 Towne Centre Drive
San Diego, CA 92121
(858) 202-4500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Copies to:
Frederick W. Kanner, Esq.
Michael J. Aiello, Esq.
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
(212) 259-8000
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on
the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
| |
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
83420X 10 5 |
|
Page |
|
2 |
|
of |
|
7 |
| |
|
|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS:
Illumina, Inc. |
| | |
| |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
|
| |
33-0804655 |
| |
|
|
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
|
| |
(a) o |
| |
(b) o |
| |
|
|
| 3 |
|
SEC USE ONLY: |
| |
|
| |
|
| |
|
|
| 4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS): |
| |
|
| |
WC |
| |
|
|
| 5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
| |
|
| |
o |
| |
|
|
| 6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION: |
| |
|
| |
Delaware
|
| |
|
|
|
| |
7 |
|
SOLE VOTING POWER: |
| |
|
|
| NUMBER OF |
|
None |
| |
|
|
|
| SHARES |
8 |
|
SHARED VOTING POWER: |
| BENEFICIALLY |
|
|
| OWNED BY |
|
5,154,639 |
| |
|
|
|
| EACH |
9 |
|
SOLE DISPOSITIVE POWER: |
| REPORTING |
|
|
| PERSON |
|
None |
| |
|
|
|
| WITH |
10 |
|
SHARED DISPOSITIVE POWER: |
| |
|
|
| |
|
5,154,639 |
| |
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
| |
|
| |
5,154,639 |
| |
|
|
| 12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
| |
|
| |
o
|
| |
|
|
| 13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
| |
|
| |
12.3% |
| |
|
|
| 14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
| |
|
| |
CO |
2
TABLE OF CONTENTS
Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, par value $0.01 per share (the “Common Stock”),
of Solexa, Inc., a Delaware corporation (“Solexa”). The address of the principal executive offices
of Solexa is 25861 Industrial Boulevard, Hayward, CA 94545.
Item 2. Identity and Background.
(a), (b) and (c) This Statement is filed by Illumina, Inc., a Delaware corporation
(“Illumina”). Illumina has its principle place of business at 9885 Towne Centre Drive, San Diego,
CA 92121. The principle business of Illumina is developing and
marketing next generation tools for
the large-scale analysis of genetic variation and function.
(d) During the last five years, neither Illumina, nor any person named on Schedule A, has
been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither Illumina, nor any person named on Schedule A, was a
party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as
a result of such proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The source of funds used for the purchase of Solexa Common Stock, as described in Item 4 below
under “Securities Purchase Agreement,” was the working capital of Illumina. The aggregate amount
of funds used by Illumina to purchase shares of Solexa Common Stock was $49,999,998.
Item 4. Purpose of Transaction.
On November 12, 2006, Illumina entered into a definitive Agreement and Plan of Merger (the
“Merger Agreement”) with Callisto Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of Illumina (“Merger Sub”), and Solexa, for a stock-for-stock merger transaction (the
“Merger”). The Merger Agreement is attached hereto as Exhibit 1 and is incorporated by reference
herein. In addition, on November 12, 2006, Illumina entered into a definitive Securities Purchase
Agreement (the “Securities Purchase Agreement”) with Solexa in which Illumina agreed to invest
approximately $50 million in Solexa in exchange for newly issued shares of Solexa Common Stock.
The Securities Purchase Agreement is attached hereto as Exhibit 2 and is incorporated by reference
herein. The purchase by Illumina of shares of Solexa Common Stock as contemplated by the
Securities Purchase Agreement was completed on November 13, 2006.
Securities Purchase Agreement
Pursuant to the terms of the Securities Purchase Agreement, Illumina agreed to purchase
5,154,639 newly issued shares of Solexa Common Stock for $9.70 per share, representing an aggregate
cash consideration of $49,999,998. The Securities Purchase Agreement contains customary
representations, warranties and covenants and is subject to customary closing conditions. In
addition, the Securities Purchase Agreement provides for certain rights and obligations in
connection with the termination of the Merger Agreement as well as certain voting and transfer
restrictions, as more fully set forth therein.
In the event of a termination of the Merger Agreement under certain circumstances, the
Securities Purchase Agreement provides Illumina with certain demand registration and piggyback
registration rights with respect to the shares of Solexa Common Stock purchased by Illumina
pursuant to the Securities Purchase Agreement. In addition, in the event of a termination of the
Merger Agreement and the consummation of an alternative transaction by Solexa under certain
circumstances that requires Solexa to pay a termination fee to Illumina pursuant to the Merger
3 of 7
Agreement, the Securities Purchase Agreement provides Illumina with an option to sell its shares of
Solexa Common Stock back to Solexa at a purchase price of $9.70 per share.
The rights and obligations of Illumina and Solexa relating to the voting and transfer of the
shares of Solexa Common Stock purchased by Illumina pursuant to the Securities Purchase Agreement
are described under Item 6 below.
Merger Agreement
Under the terms of the Merger Agreement, which has been unanimously approved by the Boards of
Directors of both companies, Merger Sub will be merged with and into Solexa and, upon consummation
of the Merger, each outstanding share of Solexa Common Stock will be converted into the right to
receive a fraction of a share of Illumina common stock equal to the exchange ratio set forth in the
Merger Agreement. This exchange ratio will be determined by dividing $14.00 by the volume weighted
average trading price of Illumina common stock as reported by the Nasdaq National Market (“NASDAQ”)
for ten randomly selected trading days during the 20-day trading period ending five trading days
prior to the closing of the Merger (the “Illumina Average Price”). If the Illumina Average Price
is equal to or greater than $47.30, then the exchange ratio will be fixed at 0.296 of a share of
Illumina common stock, and if the Illumina Average Price is equal to or less than $40.70, then the
exchange ratio will be fixed at 0.344 of a share of Illumina common stock.
The Merger is subject to regulatory approvals, approval by shareholders of both companies and
other customary conditions. The Merger Agreement also contains mutual representations and
warranties of the parties covering customary matters. Each of the parties to the Merger Agreement
also makes various covenants in the Merger Agreement, including those requiring the parties to use
reasonable efforts to consummate the transaction and prohibiting such parties from taking certain
actions that would impede the consummation of the transaction. The Merger Agreement also contains
certain termination rights for both Illumina and Solexa, including the payment of a termination fee
in the amount of $18 million by Solexa or Illumina under certain circumstances.
Upon the closing of the Merger, the Solexa Common Stock will cease to exist and will no longer
be listed on NASDAQ and each holder of Solexa Common Stock will become a holder of Illumina common
stock in accordance with the exchange ratio described above. As a result of the closing of the
Merger, Solexa will become a wholly-owned subsidiary of Illumina.
Item 5. Interest in Securities of the Issuer.
(a) As of the closing of the securities purchase pursuant to the Securities Purchase
Agreement on November 13, 2006, Illumina is the beneficial owner of 5,154,639 shares of Solexa
Common Stock, representing approximately 12.3% of Solexa’s outstanding Common Stock.
(b) Number of shares as to which Illumina has:
| |
(i) |
|
sole power to vote or to direct the vote: see line 7 of cover sheet. |
| |
| |
(ii) |
|
shared power to vote or to direct the vote: see line 8 of cover sheet. |
| |
| |
(iii) |
|
sole power to dispose or to direct the disposition: see line 9 of the cover sheet. |
| |
| |
(iv) |
|
shared power to dispose or to direct the disposition: see line 10 of the cover sheet. |
(c) Except for the Securities Purchase Agreement and the Merger Agreement and the
transactions contemplated by those agreements, no transactions in Solexa Common Stock were effected
by Illumina during the 60 days preceding the date of this Statement.
(d) No other person except Illumina is known to have the rights to receive or the power to
direct receipt of dividends from, or the proceeds from the sale of, shares of the Solexa Common
Stock beneficially owned by Illumina and covered by this Statement.
4 of 7
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer.
The Securities Purchase Agreement contains restrictions on Illumina’s ability to transfer and
vote the shares of Solexa Common Stock acquired thereunder and grants certain put rights to
Illumina:
| |
• |
|
In the event the Merger Agreement is terminated, Illumina may not sell, offer to
sell, solicit offers to buy, loan, pledge or dispose of any of the shares of Solexa
Common Stock it has acquired under the Securities Purchase Agreement (each, a
“Disposition”) or effect any hedging, short sale or other transaction that is
designed or would reasonably be expected to lead to or result in a Disposition
(each, a “Short Sale”) for six months following termination of the Merger Agreement
(the “Primary Lock-Up Period”). Further, Illumina may not effect Dispositions or
Short Sales of more than one-third of the aggregate number of shares of Solexa
Common Stock purchased, in each of the three-month periods during the period
beginning six months following termination of the Merger Agreement and ending 15
months following termination of the Merger Agreement (the “Secondary Lock-Up
Period”). Notwithstanding the above, Illumina may effect one block sale of all or a
portion of the Solexa Common Stock that it owns in a single trade at any time
beginning with the date the registration statement covering the Solexa Common Stock
purchased under the Securities Purchase Agreement becomes effective and ending the
later of (i) three months after the termination of the Merger Agreement, (ii) ten
days after the date the registration statement filed by Solexa on behalf of Illumina
pursuant to the Securities Purchase Agreement becomes effective and (iii) seven
months after November 13, 2006, which, in the case of clause (iii), results in a
one-month extension of the Primary Lock-Up Period and the Secondary Lock-Up Period. |
| |
| |
• |
|
Illumina is obligated to cause its shares of Solexa Common Stock to be voted
proportionally with the balance of votes cast during any meeting to approve the
Merger and all related transactions and matters. Further, starting with the first
shareholder vote or written consent after termination of the Merger Agreement,
Illumina will cause its shares to be voted either in accordance with the
recommendation of the Board of Directors of Solexa or proportionally with the
balance of the votes cast at any such meeting. This will continue until the fifth
anniversary of the termination of the Merger Agreement or until Illumina is a
beneficial holder of less than 5% of the Solexa Common Stock then issued and
outstanding. |
| |
| |
• |
|
Illumina has a put right that obligates Solexa to buy back all or a portion of
the Solexa Common Stock purchased by Illumina pursuant to the Securities Purchase
Agreement at a price of $9.70 per share if the Merger Agreement is terminated under
certain circumstances that would require Solexa to pay a termination fee under the
Merger Agreement and Solexa consummates an alternative transaction as described in
the Securities Purchase Agreement. |
Item 7. Material to be Filed as Exhibits.
| |
|
|
Exhibit Number
|
|
Exhibit Name |
|
|
|
1
|
|
Agreement and Plan of Merger, dated as of November 12,
2006, by and among Illumina, Inc., Callisto Acquisition
Corp. and Solexa, Inc. (incorporated herein by reference to
Exhibit 2.1 to the Current Report on Form 8-K filed by
Illumina, Inc. on November 13, 2006). |
|
|
|
2
|
|
Securities Purchase Agreement, dated as of November 12,
2006, by and between Illumina, Inc. and Solexa, Inc.
(incorporated herein by reference to Exhibit 10.1 to the
Current Report on Form 8-K filed by Illumina, Inc. on
November 13, 2006). |
5 of 7
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Statement is true, complete and correct.
| |
|
|
|
|
| |
ILLUMINA, INC.
|
|
| |
By: |
/s/ Christian O. Henry
|
|
| |
|
Christian O. Henry |
|
| |
|
Vice President and Chief Financial Officer |
|
| |
Dated: November 20, 2006
6 of 7
SCHEDULE A
The following is a list of the directors and executive officers of Illumina, setting forth the
current position of each of such persons with Illumina. The business address of each person listed
below is c/o Illumina, Inc., 9885 Towne Centre Drive, San Diego, CA 92121.
| |
|
|
| Name |
|
Present Principal Occupation |
Jay T. Flatley
|
|
President and Chief Executive Officer of Illumina |
|
|
|
Christian O. Henry
|
|
Vice President and Chief Financial Officer of Illumina |
|
|
|
Tristan B. Orpin
|
|
Vice President of Worldwide Sales of Illumina |
|
|
|
John
R. Stuelpnagel, D.V.M.
|
|
Senior Vice President and Chief Operating Officer of Illumina |
|
|
|
David
L. Barker, Ph.D.
|
|
Vice President and Chief Scientific Officer of Illumina |
|
|
|
Christian G. Cabou
|
|
Senior Vice President and General Counsel |
|
|
|
Daniel M. Bradbury
|
|
Director of Illumina |
|
|
|
Karin Eastham
|
|
Director of Illumina |
|
|
|
Jack
Goldstein, Ph.D.
|
|
Director of Illumina |
|
|
|
Paul Grint, M.D.
|
|
Director of Illumina |
|
|
|
William H. Rastetter, Ph.D.
|
|
Director of Illumina |
|
|
|
David
R. Walt, Ph.D.
|
|
Director of Illumina |
7 of 7