Illumina responds to European Commission’s divestiture order

Illumina, Inc. has received an order from the European Commission (EC) directing the company to divest GRAIL.

Receipt of the order is an important next step in evaluating divestiture options for GRAIL. Illumina is committed to resolving all issues regarding GRAIL in a timely manner, with the objective of achieving the maximum value for shareholders and the best outcome for GRAIL. Notably, the terms of the order provide for flexibility in transaction structure, an encouraging outcome from Illumina’s ongoing dialogue with the EC.

Under the terms of the EC’s order, Illumina will have twelve months to divest GRAIL, with the potential for a three-month extension, and will be permitted to explore a range of structures including, but not limited to, a third-party sale or a capital markets transaction. Illumina will lead the divestiture process and, with the assistance of financial and legal advisors, has already begun the preparatory work necessary for divestment, if needed.

Consistent with the previous interim measures orders, Illumina is required to continue funding GRAIL until any divestiture. In the instance of a capital markets transaction, Illumina must capitalize GRAIL at the time of the transaction with two-and-a-half years of funding based on GRAIL’s long-range plan. The order also provides for Illumina to retain a stake in GRAIL of up to 14.5% and reestablish the royalty arrangement it previously had in place with GRAIL.

Illumina maintains that the Commission does not have jurisdiction over this acquisition. The company’s jurisdictional challenge remains pending at the European Court of Justice (ECJ).

If Illumina wins its jurisdictional challenge at the ECJ, the basis for the EC’s divestiture order would be eliminated. However, if Illumina is not successful with either its ECJ jurisdictional appeal or in a final decision of the U.S. Fifth Circuit Court of Appeals, the company will divest GRAIL.

Illumina’s third quarter 2023 earnings call is scheduled for November 9, and company leaders will respond to further questions from the investment community at that time.
MB Bureau