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 ILLUMINA, INC.

(Name of Registrant as Specified in its Charter)
 
 
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ROCHE HOLDING LTD

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Basel, 3 April 2012


Roche disappointed by Illumina, Inc.’s Board of Directors’ rejection
By not engaging with Roche, Illumina reinforces notion of an entrenched Board


Roche (SIX: RO, ROG; OTCQX: RHHBY) released the following statement in response to the announcement by Illumina, Inc. (NASDAQ: ILMN) that its Board of Directors has recommended that shareholders not tender their shares to Roche’s increased offer.

“We are disappointed that Illumina’s Board of Directors has rejected Roche’s increased $51.00 cash offer and continues to rebuff our attempts to engage in substantive discussions,” said Severin Schwan, CEO of Roche Group. Schwan continued, “Roche’s increased offer is highly attractive. By not engaging with Roche, Illumina reinforces the notion that its Board and management are determined to preserve their positions rather than maximize shareholder value. We expect that Illumina shareholders will see the substantial value in our increased offer, conclude that there is absolutely no justification for Illumina’s current directors’ refusal to begin discussions with Roche and vote their shares for the Roche director nominees.”

About the Offer

On January 27, 2012, Roche commenced a tender offer to acquire all outstanding shares of Illumina for $44.50 per share in cash and increased its offer on March 29, 2012 to $51.00 per share in cash for an aggregate of approximately $6.7 billion on a fully diluted basis. The increased offer represents a substantial premium to Illumina’s unaffected market prices: a premium of 88% over Illumina’s closing stock price on December 21, 2011 – the day before market rumors about a potential transaction between Roche and Illumina drove Illumina’s stock price significantly higher – and an 84% premium over the one-month historical average and a 64% premium over the three-month historical average of Illumina’s share price, both as of December 21, 2011.

In addition to its cash tender offer, Roche has nominated a slate of highly qualified, independent candidates for election to Illumina’s Board of Directors and proposed certain other matters for the
 


F. Hoffmann-La Roche Ltd
4070 Basel
Group Communications
Tel. +41 61 688 88 88
 
Switzerland
Roche Group Media Relations
Fax +41 61 688 27 75
     
www.roche.com

 
 

 
 
consideration of Illumina’s shareholders at Illumina’s 2012 annual meeting, which if adopted, would result in Roche-nominated directors comprising a majority of the Illumina board.
 
About Roche
Headquartered in Basel, Switzerland, Roche is a leader in research-focused healthcare with combined strengths in pharmaceuticals and diagnostics. Roche is the world’s largest biotech company with truly differentiated medicines in oncology, virology, inflammation, metabolism and CNS. Roche is also the world leader in in-vitro diagnostics, tissue-based cancer diagnostics and a pioneer in diabetes management. Roche’s personalized healthcare strategy aims at providing medicines and diagnostic tools that enable tangible improvements in the health, quality of life and survival of patients. In 2011, Roche had over 80’000 employees worldwide and invested over 8 billion Swiss francs in R&D. The Group posted sales of 42.5 billion Swiss francs. Genentech, United States, is a wholly owned member of the Roche Group. Roche ha s a majority stake in Chugai Pharmaceutical, Japan. For more information:  www.roche.com.

All trademarks used or mentioned in this release are protected by law.
 
Additional information
Additional detail regarding the offer can be found on  www.transactioninfo.com/Roche.


Roche Group Media Relations
Phone: +41 -61 688 8888 / e-mail:  basel.mediaoffice@roche.com
-  
Alexander Klauser (Head)
-  
Silvia Dobry
-  
Daniel Grotzky
-  
Claudia Schmitt
 
Brunswick Group (for U.S. media)
Phone: +1 212 333 3810
-  
Steve Lipin
-  
Jennifer Lowney
 
MacKenzie Partners (Information Agent for the offer)
Phone: +1 212 929 5500 or +1 800 322 2885 (toll-free)

 
 

 
 
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
THIS ANNOUNCEMENT CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY WORDS SUCH AS “BELIEVES”, “EXPECTS”, “ANTICIPATES”, “PROJECTS”, “INTENDS”, “SHOULD”, “SEEKS”, “ESTIMATES”, “FUTURE” OR SIMILAR EXPRESSIONS OR BY DISCUSSION OF, AMONG OTHER THINGS, STRATEGY, GOALS, PLANS OR INTENTIONS. VARIOUS FACTORS MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY IN THE FUTURE FROM THOSE REFLECTED IN FORWARD-LOOKING STATEMENTS CONTAINED IN THIS DOCUMENT, AMONG OTHERS: (1) ECONOMIC AND CURRENCY CONDITIONS; (2) COMPETITIVE AND TECHNOLOGICAL FACTORS; AND (3) RISKS AND UNCERTAINTIES RELATING TO THE PROPOSED TRANSACTION.

ADDITIONAL INFORMATION AND WHERE TO FIND IT
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ILLUMINA COMMON STOCK. THE TENDER OFFER IS BEING MADE PURSUANT TO A TENDER OFFER STATEMENT ON SCHEDULE TO (INCLUDING THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND OTHER RELATED TENDER OFFER MATERIALS) FILED BY ROCHE WITH THE SECURITIES AND EXCHANGE COMMISSION (SEC) ON JANUARY 27, 2012. THESE MATERIALS, AS THEY MAY BE AMENDED FROM TIME TO TIME, CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER, THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF THESE MATERIALS AND OTHER DOCUMENTS FILED BY ROCHE WITH THE SEC AT THE WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV. THE OFFER TO PURCHA SE AND RELATED MATERIALS MAY ALSO BE OBTAINED FOR FREE BY CONTACTING THE INFORMATION AGENT FOR THE TENDER OFFER, MACKENZIE PARTNERS, AT (212) 929-5500 OR (800) 322-2885 (TOLL-FREE).

ROCHE HAS FILED A PROXY STATEMENT ON SCHEDULE 14A AND OTHER RELEVANT DOCUMENTS WITH THE SEC IN CONNECTION WITH ITS SOLICITATION OF PROXIES FOR THE 2012 ANNUAL MEETING OF ILLUMINA (THE “PROXY STATEMENT"). ROCHE HAS MAILED THE PROXY STATEMENT AND A PROXY CARD TO EACH ILLUMINA STOCKHOLDER ENTITLED TO VOTE AT THE 2012 ANNUAL MEETING. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY AND IN ITS ENTIRETY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION. INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF THESE MATERIALS AND OTHER DOCUMENTS FILED BY ROCHE WITH THE SEC AT THE WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV. THE PROXY STATEMENT AND RELATED MATERIALS MAY ALSO BE OBTAINED FOR FREE BY CONTACTING THE INFORMATION AGENT FOR THE TENDER OFFER, MACKENZIE PARTNERS, AT (212) 929-5500 OR (800) 322-2885 (TOLL-FREE).

ROCHE HOLDING LTD, CKH ACQUISITION CORPORATION AND THE INDIVIDUALS NOMINATED BY CKH ACQUISITION CORPORATION FOR ELECTION TO ILLUMINA’S BOARD OF DIRECTORS (THE “ROCHE NOMINEES") MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM ILLUMINA STOCKHOLDERS FOR USE AT THE 2012 ANNUAL MEETING OF STOCKHOLDERS, OR AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF. INFORMATION REGARDING THE DIRECTORS AND EXECUTIVE OFFICERS OF ROCHE HOLDING LTD AND CKH ACQUISITION CORPORATION WHO MAY BE PARTICIPANTS IN THE SOLICITATION OF PROXIES CAN BE FOUND IN THE DEFINITIVE PROXY STATEMENT. NO ADDITIONAL COMPENSATION WILL BE PAID TO SUCH DIRECTORS AND EXECUTIVE OFFICERS FOR SUC H SERVICES. INVESTORS AND SECURITY HOLDERS CAN OBTAIN ADDITIONAL INFORMATION REGARDING THE DIRECT AND INDIRECT INTERESTS OF THE ROCHE NOMINEES AND OTHER PARTICIPANTS BY READING THE DEFINITIVE PROXY STATEMENT.
 
 
 
 

 
 
 
 
 
 
 

                                                              [GRAPHIC OMITTED]
Roche's Offer to Acquire Illumina

Response to Illumina's Key Claims April 2012

                               [GRAPHIC OMITTED]



 
 
 

 
 
 


This presentation contains certain forward-looking statements. These
forward-looking [GRAPHIC OMITTED] statements may be identified by words such as
`believes', `expects', `anticipates', `projects', `intends', `should', `seeks',
`estimates', `future' or similar expressions or by discussion of, among other
things, strategy, goals, plans or intentions. Various factors may cause actual
results to differ materially in the future from those reflected in
forward-looking statements contained in this presentation, among others:

1    pricing and product initiatives of competitors;
2    legislative and regulatory developments and economic conditions;
3    delay or inability in obtaining regulatory approvals or bringing products
     to market;
4    fluctuations in currency exchange rates and general financial market
     conditions;
5    uncertainties in the discovery, development or marketing of new products or
     new uses of existing products, including without limitation negative
     results of clinical trials or research projects, unexpected side-effects of
     pipeline or marketed products;
6    increased government pricing pressures;
7    interruptions in production;
8    loss of or inability to obtain adequate protection for intellectual
     property rights;
9    litigation;
10   loss of key executives or other employees; and
11   adverse publicity and news coverage.

Any statements regarding earnings per share growth is not a profit forecast and
should not be interpreted to mean that Roche's earnings or earnings per share
for this year or any subsequent period will necessarily match or exceed the
historical published earnings or earnings per share of Roche.

For marketed products discussed in this presentation, please see full
prescribing information on our website - www.roche.com

All mentioned trademarks are legally protected.

                                                                               2

 
 
 

 
 
 


Situation Update

o    On April 2, Illumina released an investor presentation explaining why it
     believed Roche's offer to purchase all shares of the company for $51.00 per
     share was inadequate

o    However, Illumina did not offer any quantitative evidence why Roche's offer
     is not full and fair

     -    Nor did Illumina provide any quantitative evidence why its shares are
          worth more than Roche's offer

     -    Roche would welcome the opportunity to learn more about what in
          Illumina's outlook supports a higher valuation

o    On April 2, Illumina also announced estimated revenue for Q1 2012

     -    Its preliminary estimate of $270 million was slightly (~5%) greater
          than analyst consensus for the quarter ($257 million per I/B/E/S
          consensus)

     -    The preliminary estimate for Q1 implies annual revenue in line with
          the company's original guidance of $1.0-$1.075 billion in revenue for
          the full year 2012

          -    Research analysts used this revenue guidance to formulate their
               price targets, which were at a median of $34.00 per share before
               Roche made its offer public

     -    Again, Illumina did not publicize any changes to its outlook or
          business model that would substantiate additional value beyond levels
          offered by investors and research analysts prior to the transaction

                                                                               3

 
 
 

 
 
 


Key Claims
--------------------------------------------------------------------------------
Key Claims Made in Illumina Investor
Presentation
--------------------------------------------------------------------------------
o    Roche's tender offer bid is "timed to take advantage of a temporary
     dislocation in Illumina's stock price"

--------------------------------------------------------------------------------
                                 Roche Response
--------------------------------------------------------------------------------
o    Over two of the past three years, Illumina traded in line or below an index
     of its peers and the broader market, which suggests that the
     out-performance was the actual dislocation
o    This short period of out-performance was driven by unsustainable growth
     expectations. These expectations moderated during 2011, causing Illumina's
     share price to revert to its peers and the broader market
     -    Prior to Roche's public offer, research analyst price targets were
          $34.00 per share

o    Illumina's own actions suggest a bearish view of the stock price
     -    In Q4 2011, with its stock trading at extremely low levels, Illumina
          could have continued its stock buybacks or retired its outstanding
          warrants
     -    To do so would have been an opportunistic and value-enhancing use of
          the $1.1 billion of cash on its balance sheet
     -    However, Illumina did neither of these things, calling into question
          management's belief that the stock price dislocation was temporary

o    Quantitative metrics show that Roche's offer is highly attractive
     -    Implied multiples of 21.6x LTM EBITDA and 6.5x LTM revenue are highly
          attractive relative to precedent life science tools transactions
     -    Implied multiples of 34.2x 2012E earnings and 2.06x 2012E P/E/G are
          highly attractive relative to the trading levels of other life science
          tools companies
     -    Illumina has never offered any quantitative evidence that Roche's
          offer is inadequate compared to its pre-transaction trading valuation
          or precedent life science tools transactions

Source: SEC filings, FactSet, Capital IQ, I/B/E/S consensus, Bloomberg.
Note: LTM as of 12/31/2011
                                                                               4

 
 
 

 
 
 


Key Claims (cont'd)
--------------------------------------------------------------------------------
Key Claims Made in Illumina Investor
Presentation
--------------------------------------------------------------------------------
o  "Illumina has delivered consistent and superior growth"
--------------------------------------------------------------------------------
Roche Response
--------------
o    Illumina's past performance has no bearing on its ability to deliver
     superior returns to shareholders in the future
o    Over the past three years, Illumina's share price has in fact
     under-performed its peers by 24% and the broader index by 22%
--------------------------------------------------------------------------------
Key Claims Made in Illumina Investor
Presentation
--------------------------------------------------------------------------------
o    Illumina expects to "continue to deliver growth for the foreseeable future"
--------------------------------------------------------------------------------
Roche Response
--------------
o    Illumina management recently issued its lowest guidance ever for revenue
     and EPS growth
o    Illumina has little experience in regulated areas such as diagnostics that
     require significant biological expertise as well as interactions with the
     FDA - issues dealing with these complicated market dynamics could hurt the
     company's future growth prospects
o    Illumina has yet to provide any quantitative analysis regarding the
     potential value from new markets and growth opportunities
     -    Illumina has not outlined a strategy to address its so called "largest
          opportunity" in molecular diagnostics
     -    Illumina's pre-offer growth prospects already reflected the ample
          opportunities for future growth, and research analysts and investors
          were aware of them well before Roche's public offer
o    Regardless, Roche,s offer compensates Illumina shareholders for future
     growth, as it values Illumina at 2.06x 2012E P/E/G, which represents a 16%
     premium to the three-year high
--------------------------------------------------------------------------------
Key Claims Made in Illumina Investor
Presentation
--------------------------------------------------------------------------------
Roche Response
--------------
o    "Global funding environment expected to improve"
o    There is considerable uncertainty around the longer-term outlook for
     funding of genetic sequencing by the National Institutes of Health ("NIH")
     and other U.S. and foreign government organizations
o    The next two years of NIH funding are subject to automatic sequestration
     cuts due to the failure of the Joint Congressional Deficit Reduction "Super
     Committee" to reach an agreement
o    The uncertain European outlook - including a combination of government
     austerity measures as well as a projected economic recession - will hamper
     Illumina's growth abroad

Source: SEC filings, FactSet, Capital IQ, I/B/E/S consensus, Bloomberg.
Note:   LTM as of 12/31/2011

                                                                               5

 
 
 

 
 
 



ADDITIONAL INFORMATION AND WHERE TO FIND IT
THESE  MATERIALS ARE FOR  INFORMATIONAL  PURPOSES ONLY AND DO NOT  CONSTITUTE AN
OFFER TO PURCHASE OR A SOLICITATION  OF AN OFFER TO SELL ILLUMINA  COMMON STOCK.
THE TENDER OFFER IS BEING MADE PURSUANT TO A TENDER OFFER  STATEMENT ON SCHEDULE
TO (INCLUDING  THE OFFER TO PURCHASE,  LETTER OF  TRANSMITTAL  AND OTHER RELATED
TENDER  OFFER  MATERIALS)  FILED  BY  ROCHE  WITH THE  SECURITIES  AND  EXCHANGE
COMMISSION (SEC) ON JANUARY 27, 2012.  THESE  MATERIALS,  AS THEY MAY BE AMENDED
FROM  TIME TO TIME,  CONTAIN  IMPORTANT  INFORMATION,  INCLUDING  THE  TERMS AND
CONDITIONS OF THE OFFER,  THAT SHOULD BE READ  CAREFULLY  BEFORE ANY DECISION IS
MADE WITH RESPECT TO THE TENDER OFFER. INVESTORS AND SECURITY HOLDERS MAY OBTAIN
A FREE COPY OF THESE  MATERIALS AND OTHER  DOCUMENTS FILED BY ROCHE WITH THE SEC
AT THE WEBSITE  MAINTAINED BY THE SEC AT WWW.SEC.GOV.  THE OFFER TO PURCHASE AND
RELATED  MATERIALS MAY ALSO BE OBTAINED FOR FREE BY CONTACTING  THE  INFORMATION
AGENT FOR THE TENDER  OFFER,  MACKENZIE  PARTNERS,  AT (212)  929-5500  OR (800)
322-2885 (TOLL-FREE).

ROCHE HAS FILED A PROXY  STATEMENT ON SCHEDULE 14A AND OTHER RELEVANT  DOCUMENTS
WITH THE SEC IN CONNECTION WITH ITS  SOLICITATION OF PROXIES FOR THE 2012 ANNUAL
MEETING  OF  ILLUMINA  (THE  "PROXY  STATEMENT").  ROCHE  HAS  MAILED  THE PROXY
STATEMENT AND A PROXY CARD TO EACH ILLUMINA  STOCKHOLDER ENTITLED TO VOTE AT THE
2012 ANNUAL MEETING.  INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT  CAREFULLY AND IN ITS ENTIRETY AND ANY OTHER RELEVANT  DOCUMENTS FILED
WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION.  INVESTORS AND SECURITY
HOLDERS MAY OBTAIN A FREE COPY OF THESE  MATERIALS AND OTHER  DOCUMENTS FILED BY
ROCHE WITH THE SEC AT THE  WEBSITE  MAINTAINED  BY THE SEC AT  WWW.SEC.GOV.  THE
PROXY  STATEMENT  AND  RELATED  MATERIALS  MAY  ALSO  BE  OBTAINED  FOR  FREE BY
CONTACTING THE INFORMATION AGENT FOR THE TENDER OFFER,  MACKENZIE  PARTNERS,  AT
(212) 929-5500 OR (800) 322-2885 (TOLL-FREE).

ROCHE HOLDING LTD, CKH ACQUISITION  CORPORATION AND THE INDIVIDUALS NOMINATED BY
CKH ACQUISITION  CORPORATION FOR ELECTION TO ILLUMINA'S  BOARD OF DIRECTORS (THE
"ROCHE  NOMINEES")  MAY BE  DEEMED TO BE  PARTICIPANTS  IN THE  SOLICITATION  OF
PROXIES  FROM  ILLUMINA  STOCKHOLDERS  FOR USE AT THE  2012  ANNUAL  MEETING  OF
STOCKHOLDERS,  OR  AT  ANY  ADJOURNMENT  OR  POSTPONEMENT  THEREOF.  INFORMATION
REGARDING  THE  DIRECTORS  AND  EXECUTIVE  OFFICERS OF ROCHE HOLDING LTD AND CKH
ACQUISITION  CORPORATION WHO MAY BE PARTICIPANTS IN THE  SOLICITATION OF PROXIES
CAN BE FOUND IN THE DEFINITIVE PROXY STATEMENT.  NO ADDITIONAL COMPENSATION WILL
BE PAID TO SUCH DIRECTORS AND EXECUTIVE  OFFICERS FOR SUCH  SERVICES.  INVESTORS
AND SECURITY HOLDERS CAN OBTAIN ADDITIONAL  INFORMATION REGARDING THE DIRECT AND
INDIRECT  INTERESTS OF THE ROCHE NOMINEES AND OTHER  PARTICIPANTS BY READING THE
DEFINITIVE PROXY STATEMENT.                                                    6


 
 
 

 
 
 


--------------------------------------------------------------------------------

                                     Roche

--------------------------------------------------------------------------------

                             We Innovate Healthcare

                                                                               7



 
 
 
 

 
 
 
 


Roche's Offer to Acquire Illumina


Presentation to Investors

April 2012


HIPPE

1.   We have a slide presentation which we will give to you and take you through
     briefly, but first I would like to give some background to put things in
     context.

2.   Because of our interest in Illumina's business, and its relationship to
     Roche's businesses, we have been trying to have a dialogue with Illumina's
     board and management since November 1, 2011 - which is when we first called
     them.

3.   Although conversations in our half-dozen calls have always been polite,
     their response has always been to delay and then to ask us to go away. It
     took six weeks to arrange a brief meeting in San Diego, and then the
     responses progressed from "we'll get back to you" to "we're in Christmas
     season and I can't get people together" to "please sign a two year
     standstill" to "we are not interested in discussing a sale" to "your price
     is too low to justify a discussion".

4.   It became clear to us that they were trying to delay past the time to
     nominate directors so they would not have to talk to us or face a
     shareholder vote on the issue

- and that we would then give up and go away.

5.   To induce a real discussion we made a public offer and nominated director
     candidates with superb credentials, and no connection to Roche, whose only
     commitment to us will be to listen and do whatever is best for Illumina
     shareholders. Based on public information, which is all that we have, our
     offer is very strong by every measurement.

6.   We strongly believe, and hope you will agree that our candidates are well
     qualified and independent and that our offer price --- especially at the
     current increased level - is more than sufficient to require the
     commencement of a dialogue.

7.   Turn discussion to substantive (slide) presentation and/or questions.


 
 
 
 

 
 
 


This presentation contains certain forward-looking statements. These
forward-looking statements may be identified by words such as `believes',
`expects', `anticipates', `projects', `intends', `should', `seeks', `estimates',
`future' or similar expressions or by discussion of, among other things,
strategy, goals, plans or intentions. Various factors may cause actual results
to

differ  materially  in  the  future  from  those  reflected  in  forward-looking
statements contained in this presentation, among others:

1    pricing and product initiatives of competitors;

2    legislative and regulatory developments and economic conditions;

3    delay or inability in obtaining regulatory approvals or bringing products
     to market;

4    fluctuations in currency exchange rates and general financial market
     conditions;

5    uncertainties in the discovery, development or marketing of new products or
     new uses of existing products, including without limitation negative
     results of clinical trials or research projects, unexpected side-effects of
     pipeline or marketed products; 6 increased government pricing pressures;

7    interruptions in production;

8    loss of or inability to obtain adequate protection for intellectual
     property rights;

9    litigation;

10   loss of key executives or other employees; and

11   adverse publicity and news coverage.

Any statements regarding earnings per share growth is not a profit forecast and
should not be interpreted to mean that Roche's earnings or earnings per share
for this year or any subsequent period will necessarily match or exceed the
historical published earnings or earnings per share of Roche. For marketed
products discussed in this presentation, please see full prescribing information
on our website - www.roche.com

All mentioned trademarks are legally protected. 2


 
 
 
 

 
 
 


Executive Summary

Roche is increasing its all-cash offer to acquire Illumina to $51.00 per share.

o    Offer is highly attractive, representing both full and fair value as well
     as value certainty

- Implies 1-day and 1-month average  premiums to the unaffected price of 88% and
84%,  respectively  and LTM  revenue  and  EBITDA  multiples  of 6.5x and 21.6x,
respectively,  all of which are higher than all  precedent  life  science  tools
transactions (1) (2)

o    Precedent life science tools transactions have median 1-day and 1-month
     average premiums to the unaffected stock price of 33% and 37%, respectively
     and LTM revenue and EBITDA multiples of 3.3x and 16.0x, respectively (3)

- Implies a valuation  multiple of 34.2x 2012E net income,  which is higher than
all of the  company's  publicly  traded peers (4) o Offer is being  increased in
response to dialogue with Illumina shareholders

- In light of continued refusal by Illumina to engage in constructive  dialogue,
Roche has increased its offer in an effort to conclude a negotiated  transaction
with Illumina

-   Desire to engage in meaningful dialogue and conduct due diligence

- By not engaging with Roche,  Illumina  reinforces the notion that its Board is
entrenched and not focused on shareholder value

-    Absent ability to interact with Illumina, Roche has no choice but to
     continue to pursue a transaction unilaterally

Source: FactSet, Capital IQ, I/B/E/S consensus, Bloomberg.

(1)  Premiums based on unaffected closing share price of $27.17 on 12/21/2011,
     the day prior to market rumors about a potential acquisition of Illumina by
     Roche. 3

(2)  LTM as of 12/31/2011.

(3)  Includes selected announced, closed and effective transactions with targets
     in the biotechnology research equipment manufacturers and biological
     products and life sciences tools and services manufacturers sectors since
     2006.

(4)  Includes Thermo Fisher, Becton, Dickinson, Agilent, Life Technologies,
     Sigma-Aldrich, Waters, Mettler-Toledo, Qiagen, PerkinElmer, Bio-Rad
     Laboratories, Bruker and Techne.




 
 
 
 

 
 
 


Executive Summary (Cont'd)

Roche is increasing its all-cash offer to acquire Illumina to $51.00 per share.

o    _______ Illumina has continually emphasized significant growth
     opportunities for sequencing in clinical settings as well as industrial end
     markets - However, no detail has been provided as to how Illumina will be
     able to exploit such opportunities

-    No other evidence or quantitative support has been provided to reassure
     shareholders of when or how this growth will be realized

o    In fact, since Roche's private offer, the only company news has surrounded
     an increasing competitive landscape with product-related announcements from
     Oxford Nanopore and Life Technologies

o    _______ Additionally, company guidance for 2012 is in line with where
     research analyst expectations were in December 2011, at which time the
     median price target was $32.00 per share - Prior to the offer being made
     public, Illumina median price targets were at $34.00 per share, 33% below
     Roche's offer

o    Illumina's pre-offer P/E/G of 1.51x was in line with its 1, 2 and 3 year
     averages and P/E/G of peers (1)

-    2.06x implied P/E/G of Roche's offer is 16% above any P/E/G Illumina has
     traded at for the past three years



4

Source: FactSet, Capital IQ, I/B/E/S consensus, Bloomberg.

(1) Includes Thermo Fisher, Becton, Dickinson, Agilent, Life Technologies,
Sigma-Aldrich, Waters, Mettler-Toledo, Qiagen, PerkinElmer, Bio-Rad
Laboratories, Bruker and Techne.




 
 
 
 

 
 
 


Situation Update

o    On April 2, Illumina released an investor presentation explaining why it
     believed Roche's offer to purchase all shares of the company for $51.00 per
     share was inadequate

o    However, Illumina did not offer any quantitative evidence why Roche's offer
     is not full and fair

-    Nor did Illumina provide any quantitative evidence why its shares are worth
     more than Roche's offer

-    Roche would welcome the opportunity to learn more about what in Illumina's
     outlook supports a higher valuation

o    On April 2, Illumina also announced estimated revenue for Q1 2012

-    Its preliminary estimate of $270 million was slightly (~5%) greater than
     analyst consensus for the quarter

($257 million per I/B/E/S consensus)

-    The preliminary estimate for Q1 implies annual revenue in line with the
     company's original guidance of $1.0-$1.075 billion in revenue for the full
     year 2012

-    Research analysts used this revenue guidance to formulate their price
     targets, which were at a median of $34.00 per share before Roche made its
     offer public

-    Again, Illumina did not publicize any changes to its outlook or business
     model that would substantiate additional value beyond levels offered by
     investors and research analysts prior to the transaction




 
 
 
 

 
 
 


Key Claims

Key Claims Made in Illumina Investor    Roche Response
Presentation



o    Roche's tender offer bid is "timed to take advantage of a temporary
     dislocation in Illumina's stock price"


o    Over two of the past three years, Illumina traded in line or below an index
     of its peers and the broader market, which suggests that the
     out-performance was the actual dislocation

o _______  This short  period of  out-performance  was  driven by  unsustainable
growth   expectations.   These  expectations   moderated  during  2011,  causing
Illumina's  share price to revert to its peers and the broader market - Prior to
Roche's public offer, research analyst price targets were $34.00 per share

o       Illumina's own actions suggest a bearish view of the stock price

- _______ In Q4 2011,  with its stock trading at extremely low levels,  Illumina
could have continued its stock buybacks or retired its outstanding warrants - To
do so would  have  been an  opportunistic  and  value-enhancing  use of the $1.1
billion of cash on its balance  sheet - However,  Illumina  did neither of these
things,   calling  into  question  management's  belief  that  the  stock  price
dislocation was temporary

o       Quantitative metrics show that Roche's offer is highly attractive

- _______ Implied  multiples of 21.6x LTM EBITDA and 6.5x LTM revenue are highly
attractive  relative to precedent  life  science  tools  transactions  - Implied
multiples of 34.2x 2012E  earnings  and 2.06x 2012E P/E/G are highly  attractive
relative to the trading levels of other life science tools  companies - Illumina
has never  offered any  quantitative  evidence  that Roche's offer is inadequate
compared to its  pre-transaction  trading  valuation or  precedent  life science
tools transactions





Source: SEC filings, FactSet, Capital IQ, I/B/E/S consensus, Bloomberg. Note: LTM as of 12/31/2011





 
 
 
 

 
 
 


Key Claims (cont'd)

        Key Claims Made in Illumina Investor            Roche Response
        Presentation

o    "Illumina has delivered consistent and

o    Illumina's past performance has no bearing on its ability to deliver
     superior returns to superior growth" shareholders in the future

o    Over the past three years, Illumina's share price has in fact
     under-performed its peers by 24% and the broader index by 22%

o    Illumina expects to "continue to deliver o _______ Illumina management
     recently issued its lowest guidance ever for revenue and EPS growth growth
     for the foreseeable future" ______ o Illumina has little experience in
     regulated areas such as diagnostics that require significant

                        biological  expertise as well as  interactions  with the
                        FDA -  issues  dealing  with  these  complicated  market
                        dynamics   could  hurt  the   company's   future  growth
                        prospects
                o       Illumina  has yet to provide any  quantitative  analysis
                        regarding  the  potential  value  from new  markets  and
                        growth  opportunities  -  Illumina  has not  outlined  a
                        strategy to address its so called "largest  opportunity"
                        in molecular  diagnostics - Illumina's  pre-offer growth
                        prospects already reflected the ample  opportunities for
                        future growth,  and research analysts and investors were
                        aware of them well before Roche's public offer
                o       Regardless,    Roche's   offer   compensates    Illumina
                        shareholders for future growth, as it values Illumina at
                        2.06x 2012E P/E/G, which represents a 16% premium to the
                        three-year high

o    "Global funding environment expected o There is considerable uncertainty
     around the longer-term outlook for funding of genetic to improve"
     sequencing by the National Institutes of Health ("NIH") and other U.S. and
     foreign government organizations

                o       The  next  two  years  of NIH  funding  are  subject  to
                        automatic  sequestration  cuts due to the failure of the
                        Joint Congressional  Deficit Reduction "Super Committee"
                        to reach an agreement
                o       The uncertain European outlook - including a combination
                        of government  austerity measures as well as a projected
                        economic  recession  -  will  hamper  Illumina's  growth
                        abroad 7

Source: SEC filings, FactSet, Capital IQ, I/B/E/S consensus, Bloomberg.
Note:   LTM as of 12/31/2011




 
 
 
 

 
 
 


Illumina's Business Faces Significant Challenges

o    All-cash offer transfers 100% of risk from Illumina's shareholders to Roche

o    Maturing market and unsettled global economic conditions imply reduced
     growth prospects

o    Uncertainty around longer-term outlook for genetic funding by NIH and other
     U.S. and foreign government organizations

-    Illumina's sales are vulnerable due to its highly concentrated sales
     exposure to government and academic spending

o    Increasingly competitive landscape

- Recent Life Technologies and Oxford Nanopore  announcements around new product
introduction / enhanced product capabilities

o   Advances in technology

-   Single molecule / nanopore technologies currently being developed

o   Speculative nature around Illumina's announced single molecule chemistry

-   Multiple competitors in R[AND]D

o Illumina has little  experience in regulated  areas such as  diagnostics  that
require significant biological expertise as well as interactions with the FDA

o    Illumina meaningfully complements Roche's strategy around enabling
     personalized healthcare

-   Roche is willing to take a longer term view in light of strategic importance

-  Utilize  Roche's  comprehensive  diagnostic  expertise  and  global  reach to
accelerate  transition of sequencing  to routine  clinical use - Roche  provides
capabilities and reach that Illumina does not possess in-house



 
 
 
 

 
 
 


However, Roche is Best Positioned to Overcome these Identified Challenges

Roche's  global  reach  and  expertise  in  diagnostics   will  allow  Roche  to
reinvigorate Illumina's growth in ways unattainable as a standalone company.

o    _______ Roche is better positioned to make the type of investments that are
     required for long term success - Roche is uniquely positioned to expand
     Illumina's end markets from both a geographic and customer mix perspective
     - Rapidly evolving technologies may put additional risk to Illumina's
     business over the next several years - Funding environment may remain
     challenging for an extended period of time

-    Roche intends to invest in growth, key employees and technologies

o    Illumina is a strong fit with Roche's diagnostics and Applied Science
     business and complements Roche's portfolio in sequencing and microarrays
     and strengthens offering in genomics research and diagnostics

-    The combined capabilities will strengthen Roche's position in sequencing
     and microarrays to address the growing demand for genetic / genomic
     solutions - An acquisition of Illumina will strengthen Roche's position in
     the life science and diagnostics market - Roche's extensive diagnostics
     experience and global presence could help accelerate the _______ 9
     transition of DNA sequencing into clinical and routine diagnostics




 
 
 
 

 
 
 


Offer Multiples Above All Peers

Roche's  offer  values  Illumina  well  above any of its peers  based upon a P/E
multiple.  Even after adjusting for growth, the P/E/G multiple is well above the
peer median P/E/G.

2012E P/E
        34. 2x          29 .6x

                                25.3x
                                        20 .5x  20 .3x  18.6x   18.4x   18.2x




        Illumina        Illumina  (2)   Illumina        TECH    MTD     SIAL
                (1)             (3)
        (Offer)         (1/24 Offer) (Pre-Offer)

        2012E P/E/G
        2.06x           1.79x   2.04x   1.94x   1.93x   1.77x
                                                                1.73x
                                                                        1.51x







        Illumina        Illumina        SIAL    BIO     TECH    QGEN    BDX
        (Offer) (1)     (1/24 Offer) (2)


 18.0x   16.5x   16.4x
                         13.9x   13.8x   13.7x   Median: 16.4x

                                                 12.6x   12.3x

 BIO     WAT     Illumina        QGEN    BRKR    BDX     A       PKI     TMO     LIFE
 (4)
                 (Unaffected)




 1.51x
         1.41x   1.30x                           Median: 1.46x
                         1.24x
                                 1.10x   1.07x   1.03x
                                                         0.98x



 WAT     Illumina        MTD     LIFE    PKI     BRKR    Illumina        TMO     A
         (Pre-Offer)(3)                                  (Unaffected)(4)

Source: Company filings, Bloomberg, Capital IQ, I/B/E/S consensus, analyst
     research as of 3/28/2012.

Note: All Illumina statistics excluded from median calculations. Financials have
     been calendarized to 12/31 FYE.

(1)  Represents an offer price of $51.00 per share.

(2)  Represents an offer price of $44.50 per share. 10

(3)  Calculated using Illumina's share price of $37.69, publicly available
     filings and I/B/E/S consensus estimates as of January 24, 2012, the day
     prior to the public announcement of Roche's offer of $44.50 per share for
     Illumina.

(4)  Calculated using Illumina's share price of $27.17 on December 21, 2011, the
     day prior to market rumors about a potential acquisition of Illumina by
     Roche, and publicly available filings and I/B/E/S consensus estimates as of
     January 24, 2012.






 
 
 
 

 
 
 


Offer Multiples Above Precedents

Roche's offer is at the high end of valuation multiples paid in recent precedent
life science tools transactions.

Enterprise Value / LTM Revenue

7.0x    6.5x
6.0x            5.6x    4.9x
5.0x                            4.3x

4.0x                                    3.3x    3.3x    Median: 3.3x
3.0x                                                    2.9x


2.0x                                                            1.5x
1.0x
--
        Roche's Offer   Roche's 1/24 OfferThermo Fisher / Dionex

        ($51.00/share)  ($44.50/share)  12/13/10        02/28/10
Enterprise Value / LTM EBITDA
25.0x                   20.6x
        21.6x

                18.5x           18.1x   17.6x
20.0x                                                   Median: 16.0x

                                                14.3x
15.0x                                                   13.3x   11.7x


10.0x
5.0x
--
        Roche's Offer   Roche's 1/24 Offer      Thermo Fisher / Dionex

        ($51.00/share)  ($44.50/share)  12/13/10        02/28/10



 Merck KGaA / Millipore  GE Health / Whatman     MDS / Molecular Invitrogen / Applied    Agilent / Varian

 02/04/08        01/29/07        06/12/08        07/27/09














Merck KGaA / Millipore   MDS / Molecular Invitrogen / Applied    GE Health / Whatman     Agilent / Varian

 01/29/07        06/12/08        02/04/08        07/27/09


Source: Company filings, Bloomberg, Capital IQ, I/B/E/S consensus.                                      11
Note: Includes selected announced,  closed and effective transactions since 2006
in the biotechnology  research equipment  manufacturing and biological  products
and  life  sciences   tools   industries.   Roche  offer  excluded  from  median
calculations. LTM Illumina statistics as of 12/31/2011.






 
 
 
 

 
 
 


Offer Premiums Above Precedent Transactions
Unaffected Premiums
                1 Day Premiums
                                        88%

Roche's Offer
($51.00/share)

Roche's 1/24 Offer                              64%

($44.50/share)

Merck KGaA /

        Millipore                       50%

        02/28/10
MDS / Molecular                 49%


01/29/07


Illumina / Solexa                       44%

11/13/06

Agilent / Varian                33%


07/27/09

Thermo Fisher /         Median: 33%


        Dionex  21%

12/13/10
Invitrogen / Applied
        17%
06/12/08




GE Health / Whatman     12%

02/04/08



        --      20%     40%     60%     80%     100%

         1 Month Average Premiums
                                 84%

         Roche's Offer
         ($51.00/share)

                 Roche's 1/24 Offer                      61%

         ($44.50/share)

         MDS / Molecular

                                         56%
         01/29/07

         Merck KGaA /

 Millipore                       53%

 02/28/10

                 Illumina / Solexa                       42%

         11/13/06

                 Agilent / Varian                37%


         07/27/09

         Thermo Fisher /                 Median: 37%



         Dionex  28%
         12/13/10
                 GE Health / Whatman
         19%

 02/04/08



                 Invitrogen / Applied
                 12%
         06/12/08



         20%     40%     60%     80%     100%
 --


Source: Company filings, Bloomberg, FactSet.                              12
Note:   Includes announced,  closed and effective transactions since 2006 in the
        biotechnology  research equipment  manufacturing and biological products
        and life sciences  tools  industries  Roche offers  excluded from median
        calculations.  1 day and 1  month  average  based  on  starting  date of
        12/21/2011, the day prior to market rumors about a potential acquisition
        of Illumina by Roche.






 
 
 
 

 
 
 


Illumina Rolling NTM P/E/G Analysis

Roche's offer implies a price-to-earnings-growth ratio that is a 16% premium to

Illumina's three-year high and well above its three-year average.



        2.25x

        2.00x
P/E/G
        1.75x
NTM


        1.50x
Two-year avg.: 1.47x
Three-year avg.: 1.42x
One-year avg.: 1.40x
        1.25x
        1.00x

        0.75x
        0.50x
        Jan-09  Apr-09  Jul-09  Oct-09  Jan-10  Apr-10  Jul-10  Oct-10

                         Offer: 2.06x

                 Initial Public Offer: 1.75x     45% Premium
                                         to three-year

                                         average

                                         Pre-Offer: 1.51x (1)




 Unaffected: 1.07x (2)



 Jan-11  Apr-11  Jul-11  Oct-11  Jan-12



Source: Company filings, Bloomberg, Capital IQ, I/B/E/S consensus, and FactSet.

(1)  Calculated using Illumina's share price of $37.69, publicly available
     filings and research consensus estimates as of January 24, 2012, the day
     prior to the public announcement of 13 Roche's offer of $44.50 per share
     for Illumina.

(2)  Calculated using Illumina's share price of $27.17 as of 12/21/2011, the day
     prior to market rumors about a potential acquisition of Illumina by Roche,
     publicly available filings and consensus analyst estimates as of January
     24, 2012, the day prior to the public announcement of Roche's offer of
     $44.50 per share for Illumina.






 
 
 
 

 
 
 


Absent Roche's Offer, Illumina Would Likely be Trading at Much

Lower Levels

P/E/G Adj. Price                $60.00          Actual Stock Performance

3-Year Avg. Forward P/E/G       1.42x                   P/E/G Adj. Price
                $55.00

Current LT Consensus Growth Rate        16.6%              Offer: $51.00

Implied Forward P/E     23.6x   $50.00                     $49.88 Current


2012E EPS Guidance (1)  $1.45
                $45.00                            Initial Public Offer: $44.50
P/E/G Adj. Price        $34.20                             Discount to

                                                           Roche's Offer:
                $40.00                                     33%

                $35.00                                          $34.20 P/E/G Adj. Price
                $30.00                          Roche makes offer
                                                public, increasing the
                                                all-cash offer to $44.50
                $25.00  Increase in Illumina's  share Illumina price movement of
                        3.7%  based on 2011  price  following  rumors of _______
                        results and product  updates at JPM Healthcare  takeover
                        speculation ____________ Conference
                $20.00
                        21-Dec  4-Jan   18-Jan  1-Feb   15-Feb  29-Feb  14-Mar  28-Mar
                                                                                14

Source: Company filings, Bloomberg, Capital IQ, I/B/E/S consensus, and FactSet
as of 3/28/2012.

(1)  Reflects midpoint of Illumina 2012E EPS management guidance of $1.40 -
     $1.50.





 
 
 
 

 
 
 


Roche's Offer Represents Value Certainty Amidst Significant

Headwinds

o    $51.00 all-cash offer provides attractive value today for Illumina
     shareholders

-    Roche to hold all risk related to increasing competitive pressures and
     tightening fiscal policy related to government funding - Removes execution
     risk around shift in customer and geographic focus

o    _______ Illumina has little experience in regulated areas such as
     diagnostics that require significant biological expertise as well as
     interactions with the FDA

-    Not contingent on financing

-    Roche stands ready, willing, and able to engage in substantive dialogue
     with Illumina o Can move quickly through accelerated due diligence to reach
     a negotiated agreement

o    Extensive team from Roche and its advisors ready to engage


15




 
 
 
 

 
 
 


Path Forward

Show support for Roche's  proposals by voting your shares for Roche's  proposals
and director nominees.

Vote the Gold Proxy Card

o    2012 annual meeting to be held on April 18th, 2012

-    If you hold shares in your name: vote today by phone, Internet or by
     signing, dating and returning the proxy card

-    If you hold shares in "street name": use your instruction form to tell your
     bank or broker to vote for the nominees

-    If you have any questions or need assistance in voting your shares, please
     call our proxy solicitor, MacKenzie Partners, at (212) 929 -5500 (call
     collect), or toll-free at 1-800-322-2885



16


 
 
 
 

 
 
 


ADDITIONAL INFORMATION AND WHERE TO FIND IT

THESE  MATERIALS ARE FOR  INFORMATIONAL  PURPOSES ONLY AND DO NOT  CONSTITUTE AN
OFFER TO PURCHASE OR A SOLICITATION  OF AN OFFER TO SELL ILLUMINA  COMMON STOCK.
THE TENDER OFFER IS BEING MADE PURSUANT TO A TENDER OFFER  STATEMENT ON SCHEDULE
TO (INCLUDING  THE OFFER TO PURCHASE,  LETTER OF  TRANSMITTAL  AND OTHER RELATED
TENDER  OFFER  MATERIALS)  FILED  BY  ROCHE  WITH THE  SECURITIES  AND  EXCHANGE
COMMISSION (SEC) ON JANUARY 27, 2012.  THESE  MATERIALS,  AS THEY MAY BE AMENDED
FROM  TIME TO TIME,  CONTAIN  IMPORTANT  INFORMATION,  INCLUDING  THE  TERMS AND
CONDITIONS OF THE OFFER,  THAT SHOULD BE READ  CAREFULLY  BEFORE ANY DECISION IS
MADE WITH RESPECT TO THE TENDER OFFER. INVESTORS AND SECURITY HOLDERS MAY OBTAIN
A FREE COPY OF THESE  MATERIALS AND OTHER  DOCUMENTS FILED BY ROCHE WITH THE SEC
AT THE WEBSITE  MAINTAINED BY THE SEC AT WWW.SEC.GOV.  THE OFFER TO PURCHASE AND
RELATED  MATERIALS MAY ALSO BE OBTAINED FOR FREE BY CONTACTING  THE  INFORMATION
AGENT FOR THE TENDER  OFFER,  MACKENZIE  PARTNERS,  AT (212)  929-5500  OR (800)
322-2885 (TOLL-FREE).

ROCHE HAS FILED A PROXY  STATEMENT ON SCHEDULE 14A AND OTHER RELEVANT  DOCUMENTS
WITH THE SEC IN CONNECTION WITH ITS  SOLICITATION OF PROXIES FOR THE 2012 ANNUAL
MEETING  OF  ILLUMINA  (THE  "PROXY  STATEMENT").  ROCHE  HAS  MAILED  THE PROXY
STATEMENT AND A PROXY CARD TO EACH ILLUMINA  STOCKHOLDER ENTITLED TO VOTE AT THE
2012 ANNUAL MEETING.  INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT  CAREFULLY AND IN ITS ENTIRETY AND ANY OTHER RELEVANT  DOCUMENTS FILED
WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION.  INVESTORS AND SECURITY
HOLDERS MAY OBTAIN A FREE COPY OF THESE  MATERIALS AND OTHER  DOCUMENTS FILED BY
ROCHE WITH THE SEC AT THE  WEBSITE  MAINTAINED  BY THE SEC AT  WWW.SEC.GOV.  THE
PROXY  STATEMENT  AND  RELATED  MATERIALS  MAY  ALSO  BE  OBTAINED  FOR  FREE BY
CONTACTING THE INFORMATION AGENT FOR THE TENDER OFFER,  MACKENZIE  PARTNERS,  AT
(212) 929-5500 OR (800) 322-2885 (TOLL-FREE).

ROCHE HOLDING LTD, CKH ACQUISITION  CORPORATION AND THE INDIVIDUALS NOMINATED BY
CKH ACQUISITION  CORPORATION FOR ELECTION TO ILLUMINA'S  BOARD OF DIRECTORS (THE
"ROCHE  NOMINEES")  MAY BE  DEEMED TO BE  PARTICIPANTS  IN THE  SOLICITATION  OF
PROXIES  FROM  ILLUMINA  STOCKHOLDERS  FOR USE AT THE  2012  ANNUAL  MEETING  OF
STOCKHOLDERS,  OR  AT  ANY  ADJOURNMENT  OR  POSTPONEMENT  THEREOF.  INFORMATION
REGARDING  THE  DIRECTORS  AND  EXECUTIVE  OFFICERS OF ROCHE HOLDING LTD AND CKH
ACQUISITION  CORPORATION WHO MAY BE PARTICIPANTS IN THE  SOLICITATION OF PROXIES
CAN BE FOUND IN THE DEFINITIVE PROXY STATEMENT.  NO ADDITIONAL COMPENSATION WILL
BE PAID TO SUCH DIRECTORS AND EXECUTIVE  OFFICERS FOR SUCH  SERVICES.  INVESTORS
AND SECURITY HOLDERS CAN OBTAIN ADDITIONAL  INFORMATION REGARDING THE DIRECT AND
INDIRECT  INTERESTS OF THE ROCHE NOMINEES AND OTHER  PARTICIPANTS BY READING THE
DEFINITIVE PROXY STATEMENT.

17



 
 
 
 

 
 
 


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