Illumina (ILMN) Shares Slip on GRAIL Buyout Deal Completion

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Illumina, Inc. ILMN recently announced the completion of its long-standing and highly-disputed acquisition of GRAIL -- a healthcare company focused on life-saving early detection of multiple cancer to accelerate patient access to the latter’s multi-cancer early-detection test. The latest move follows a definitive agreement signed by Illumina to acquire GRAIL in September 2020.

It is to be noted that the European Commission’s (EC) decision is still pending regarding this $7.1-billion (in cash-and-stock as explained in September 2020) colossal takeover. According to Illumina, GRAIL will continue to operate as a separate company until the ongoing regulatory review by the EC is completed.

Following the news of this acquisition, shares of Illumina stumbled 7.9% on Aug 19 to close the session at $470.36, as the company announced that it is likely to be fined for completing its acquisition of GRAIL while the EC was still reviewing the merger. Going by a Reuters’ report, breaches can lead to fines of as much as 10% of the aggregate turnover of the companies.

Legal Implications Related to Acquisition

Illumina noted that GRAIL has no business in the European Union (EU). The company believes the EC does not have jurisdiction to review the merger as the EU merger thresholds are not met, nor are they met in any EU member state. The General Court of the EU will hear Illumina's jurisdictional challenge later in 2021. By holding GRAIL separate while proceedings are ongoing, Illumina is positioned to follow whatever final decision is reached in the legal processes.

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Per Illumina’s management, the decision to make the acquisition and hold the companies separate allows the regulatory processes to proceed while safeguarding the life-saving, pro-competitive benefits of this transaction without the expiry of deal.

Transaction Details

As previously disclosed, Illumina's acquisition of GRAIL included cash and shares of Illumina common stock as well as contingent value rights (CVRs) or additional shares of Illumina common stock.

GRAIL stockholders, including Illumina, are entitled to cash consideration of nearly $3.5 billion or, excluding Illumina, nearly $3.1 billion.

How Strategic is the Acquisition?

Cancer kills around 10 million people worldwide annually and 600,000 people in the United States alone. Nearly 71% of cancer deaths have no early detection screening recommended, and most cancer are detected when chances of survival are lower. As the early detection of cancer saves lives, the new genomic test will be nothing short of a revolution for human health and the economics of healthcare.