ILLUMINA, INC. (ILMN): M&A transaction — Illumina completes GRAIL spin-off; expects $1.9B in Q2 impairment charges

ILLUMINA, INC.

Spin-off closed June 24, 2024; Illumina distributed 85.5% of GRAIL shares (1-for-6 ratio) and retained 14.5% stake.
Illumina contributed $974M cash to GRAIL (funded by a $750M 364-day term loan at ~6.69%, maturing June 2025).
Pro forma financials reflect expected Q2 2024 goodwill impairment of $1,466M and IPR&D impairment of $420M.
Pro forma for spin-off, 2023 net income would have been $219M vs. historical loss of $1,161M; Q1 2024 pro forma net income $56M vs. historical loss $126M.

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

ILLUMINA, INC. completed a disposition involving GRAIL, Inc. for pro rata distribution of one share of GRAIL common stock for every six shares of Illumina common stock (closed 2024-06-24).

Action: disposition
Counterparty: GRAIL, Inc.
Consideration: pro rata distribution of one share of GRAIL common stock for every six shares of Illumina common stock
Closing: 2024-06-24

Exact text from the filing

As previously reported, effective as of 12:01 New York City time on June 24, 2024 (the “Distribution Date”), Illumina completed the pro rata distribution to holders of record of Illumina’s common stock, par value $0.01 per share (“Illumina Common Stock”), as of 5:00 p.m. New York City time on June 13, 2024 (the “Record Date”), of one share of GRAIL common stock, par value $0.001 per share (“GRAIL Common Stock”), for every six shares of Illumina Common Stock held by such Illumina stockholders as of the Record Date (the “Distribution”).

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Source: SEC EDGAR

accession 0001110803-24-000037

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