Illumina announced on June 25 local time the successful completion of the spin-off of GRAIL, which has now become an independent public company. GRAIL began regular trading on NASDAQ on Tuesday, June 25, under the ticker symbol "GRAL." Illumina will continue to trade on NASDAQ under the ticker symbol "ILMN."
Illumina CEO Jacob Thaysen said"With the completion of GRAIL's spin-off and IPO, we have achieved the goal of divesting GRAIL, allowing its groundbreaking technology to continue benefiting patients. Illumina will retain a 14.5% minority stake. GRAIL plays a crucial role in the fight against cancer, and although it is no longer part of Illumina, we remain confident in its future and will continue to support GRAIL with our sequencing technology, end-to-end workflows, and service offerings."Later this week, Illumina will file an 8-K/A document providing historical unaudited pro forma financial information and will make available supplemental non-U.S. GAAP information on its investor relations website at https://investor.illumina.com. Illumina also announced that it will release its second-quarter 2024 financial results after the market closes on Tuesday, August 6, 2024, followed by a conference call to discuss those results. Additionally, Illumina will host a virtual strategic update event on Tuesday, August 13, 2024, starting at 8:00 AM Pacific Time (11:00 AM Eastern Time) and lasting approximately two hours. Further details about these events will be announced in the coming weeks and made available on Illumina’s investor relations website at https://investor.illumina.com. Replays of these events will be accessible on Illumina's investor relations website for at least 30 days following each event.Thaysen said, "As we turn the page, we are excited to share our plans in the upcoming strategic update to accelerate performance growth, achieve operational excellence, serve our customers, and create maximum value for shareholders. Illumina is well-positioned to lead the next era of innovation in next-generation sequencing technology by continuing to focus on strengthening our business, driving industry progress, and placing greater emphasis on customer priorities."As previously disclosed, on June 17, 2024, Illumina entered into a 364-day delayed draw term loan credit agreement, providing for a senior unsecured term loan credit facility in an aggregate principal amount of up to $750 million. The credit facility was fully drawn on June 20, 2024, and the proceeds, together with cash from Illumina’s balance sheet, were used to inject cash into GRAIL’s balance sheet in connection with Illumina’s divestiture of GRAIL. The current borrowing rate under this credit facility is approximately 6.70%.The spin-off was effected by distributing 85.5% of GRAIL's outstanding common stock to Illumina common stockholders at 12:01 a.m. Eastern Time on June 24, 2024 ("Distribution Date"). In addition to retaining their shares of Illumina common stock, each Illumina stockholder of record as of the close of business on June 13, 2024, received one share of GRAIL common stock for every six shares of Illumina common stock held. Illumina retained 14.5% of the outstanding shares of GRAIL common stock.Fractional shares of GRAIL common stock will not be distributed to Illumina shareholders but will instead be aggregated and sold on the open market. The net proceeds will be distributed in cash on a pro rata basis to Illumina shareholders who would otherwise have been entitled to receive fractional shares of GRAIL common stock. For U.S. federal income tax purposes, Illumina's U.S. shareholders (except those subject to special rules) generally should not recognize gain or loss on the distribution of GRAIL stock, except with respect to the cash received in lieu of fractional shares. Illumina shareholders should consult their tax advisors regarding the U.S. federal, state, local, or foreign tax consequences (if applicable) of the spin-off.
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