Icahn Responds to Illumina’s Obfuscations
Sunny Isles Beach, Florida, March 30, 2023 — Today, Carl C. Icahn released the following open letter to the shareholders of Illumina, Inc. (NASDAQ: ILMN), in response to Illumina’s statement today concerning our supposedly “confidential” settlement discussions.
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Investor Contacts:
HKL & Co., LLC
Peter Harkins / Jordan Kovler
(212) 468-5390 / (212) 468-5384
[email protected] / [email protected]
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CARL C. ICAHN
16690 Collins Avenue, Suite PH-1
Sunny Isles Beach, FL 33160
March 30, 2023
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Dear Fellow Illumina Shareholders:
In the spirit of coming up with a consensual deal, we always agree to keep the details of our conversations private because remarks without context can be highly misleading. Over 30 years, we have dealt with many companies, in many contentious proxy contests, but never once has one of these companies broken this agreement. The spirit of settlement negotiations is to keep them private in the hopes of achieving peace rather than war. Today Illumina’s representatives have broken their word and gone public and taken out of context certain things that were supposedly said during these discussions.
For instance, at these discussions, CEO Francis deSouza and Chairman John Thompson kept repeating that they were going to add new, supposedly independent, board members that we should meet and accept as superior candidates. The problem is that Mr. deSouza has been able to manipulate his board such that we believe all but one of his board members are handpicked by Mr. deSouza at this time. And this of course is the same board that made the highly reckless decision to close the GRAIL transaction over the explicit prohibition from the European Commission and subsequently destroyed $50 billion of shareholder value. So why would we want to meet more of Mr. deSouza’s handpicked nominees? So we made the comment that, even if one of his nominees was Jesus Christ, who admittedly was a great man, we would still insist on three candidates.
We are not surprised that Mr. deSouza decided to break his vow of keeping settlement negotiations private. In a proceeding relating to Mr. deSouza’s divorce, a judge found his “credibility suspect,” and said his testimony was “not to be trusted.” Additionally, in a publicly-available Federal Trade Commission filing in the matter of Illumina and GRAIL, the FTC asked the court – and was granted permission over the strenuous objection of Illumina – to include in the record information regarding Mr. deSouza’s divorce as evidence of his untrustworthy character. The FTC was able to introduce into the record that Mr. deSouza violated a court order, as well as his fiduciary duty to his spouse, when he concealed his purchases of bitcoins and his use of intermediaries to make those purchases.
Should the board of directors of Illumina be blindly following an individual who has violated court orders and fiduciary duties? If one of the most important regulatory bodies in the United States believes that Mr. deSouza is an untrustworthy character, and a respected judge has found his “credibility suspect” and also found his testimony “not to be trusted”, how can shareholders and this board trust him to execute the strategy of our company? Based on the above facts, and after researching Mr. deSouza’s actions over the past years, including the fact that he destroyed $50 billion of shareholder value, and speaking with numerous individuals and shareholders, we believe it is unconscionable that the board of directors still entrusts him with running our potentially great company.
Sincerely yours,
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Carl C. Icahn
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Additional Information and Where to Find It;
Participants in the Solicitation and Notice to Investors
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN AND HIS AFFILIATES FROM THE SHAREHOLDERS OF ILLUMINA, INC. (“ILLUMINA”) FOR USE AT ITS 2023 ANNUAL MEETING OF SHAREHOLDERS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO SHAREHOLDERS OF ILLUMINA AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION’S WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION IS CONTAINED IN THE SCHEDULE 14A FILED BY ICAHN PARTNERS LP AND ITS AFFILIATES WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 13, 2023. EXCEPT AS OTHERWISE DISCLOSED IN THE SCHEDULE 14A, THE PARTICIPANTS HAVE NO INTEREST IN ILLUMINA.
Other Important Disclosure Information
SPECIAL NOTE REGARDING THIS COMMUNICATION:
THIS COMMUNICATION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A RECOMMENDATION, AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL SHARES.
THIS COMMUNICATION CONTAINS OUR CURRENT VIEWS ON THE VALUE OF ILLUMINA SECURITIES AND CERTAIN ACTIONS THAT ILLUMINA’S BOARD MAY TAKE TO ENHANCE THE VALUE OF ITS SECURITIES. OUR VIEWS ARE BASED ON OUR OWN ANALYSIS OF PUBLICLY AVAILABLE INFORMATION AND ASSUMPTIONS WE BELIEVE TO BE REASONABLE. THERE CAN BE NO ASSURANCE THAT THE INFORMATION WE CONSIDERED AND ANALYZED IS ACCURATE OR COMPLETE. SIMILARLY, THERE CAN BE NO ASSURANCE THAT OUR ASSUMPTIONS ARE CORRECT. ILLUMINA’S PERFORMANCE AND RESULTS MAY DIFFER MATERIALLY FROM OUR ASSUMPTIONS AND ANALYSIS.
WE HAVE NOT SOUGHT, NOR HAVE WE RECEIVED, PERMISSION FROM ANY THIRD-PARTY TO INCLUDE THEIR INFORMATION IN THIS COMMUNICATION. ANY SUCH INFORMATION SHOULD NOT BE VIEWED AS INDICATING THE SUPPORT OF SUCH THIRD PARTY FOR THE VIEWS EXPRESSED HEREIN.
OUR VIEWS AND OUR HOLDINGS COULD CHANGE AT ANY TIME. WE MAY SELL ANY OR ALL OF OUR HOLDINGS OR INCREASE OUR HOLDINGS BY PURCHASING ADDITIONAL SECURITIES. WE MAY TAKE ANY OF THESE OR OTHER ACTIONS REGARDING ILLUMINA WITHOUT UPDATING THIS COMMUNICATION OR PROVIDING ANY NOTICE WHATSOEVER OF ANY SUCH CHANGES (EXCEPT AS OTHERWISE REQUIRED BY LAW).
FORWARD-LOOKING STATEMENTS:
Certain statements contained in this communication are forward-looking statements including, but not limited to, statements that are predications of or indicate future events, trends, plans or objectives. Undue reliance should not be placed on such statements because, by their nature, they are subject to known and unknown risks and uncertainties. Forward-looking statements are not guarantees of future performance or activities and are subject to many risks and uncertainties. Due to such risks and uncertainties, actual events or results or actual performance may differ materially from those reflected or contemplated in such forward-looking statements. Forward-looking statements can be identified by the use of the future tense or other forward-looking words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “should,” “may,” “will,” “objective,” “projection,” “forecast,” “management believes,” “continue,” “strategy,” “position” or the negative of those terms or other variations of them or by comparable terminology.
Important factors that could cause actual results to differ materially from the expectations set forth in this communication include, among other things, the factors identified in Illumina’s public filings. Such forward-looking statements should therefore be construed in light of such factors, and we are under no obligation, and expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
