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Quotes & Info
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| ILMN > SEC Filings for ILMN > Form 8-K on 25-Feb-2013 | All Recent SEC Filings |
25-Feb-2013
Completion of Acquisition or Disposition of Assets, Other Events, Financial Statemen
On February 21, 2013, pursuant to, and on the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated as of January 6, 2013, by and among Illumina, Inc. (the "Company"), TP Corporation, a wholly-owned subsidiary of the Company ("Merger Sub"), Verinata Health, Inc. ("Verinata"), and Shareholder Representative Services LLC, in its capacity as the stockholder representative thereunder (the "Merger Agreement"), Merger Sub was merged with and into Verinata with Verinata continuing as the surviving corporation and a wholly-owned subsidiary of the Company (the "Merger").
At the effective time of the Merger, the former equity holders of Verinata became entitled to receive aggregate consideration of $350 million (subject to certain closing and post-closing adjustments as set forth in the Merger Agreement) and up to $100 million in milestone payments through 2015.
The foregoing description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1, and which is incorporated by reference herein.
On February 21, 2013, the Company issued a press release announcing the completion of the Merger. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
(d) Exhibits.
Exhibit No. Description
2.1(1) Agreement and Plan of Merger, dated as of January 6, 2012, among
Illumina, Inc., TP Corporation, Verinata Health, Inc and
Shareholder Representative Services LLC.
99.1 Press Release, dated February 21, 2013.
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(1) Incorporated by reference to Exhibit 2.1 to the Annual Report for the fiscal year ending December 30, 2012 filed by the Company with the Securities and Exchange Commission on February 15, 2013.
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