Illumina Lands on a Path Forward for Grail Divestiture

Illumina shareholders will retain their current shares of Illumina common stock and, on the distribution date, also receive one share of Grail common stock for every six shares of Illumina common stock held at the close of business on June 13, the record date for the distribution. The distribution is expected to occur at 12:01 a.m. ET on June 24, subject to customary conditions such as the effectiveness of the registration statement.

Illumina's board has declared a pro rata dividend of 85.5% of the outstanding common stock of Grail to Illumina's shareholders, and Illumina will retain 14.5% of the outstanding shares of Grail common stock.

Fractional shares of Grail common stock will not be distributed to Illumina shareholders. Instead, the fractional shares of Grail common stock will be aggregated and sold in the open market, with the net proceeds distributed pro rata in cash payments to Illumina shareholders who would otherwise receive a fractional share of Grail common stock.

No action or payment is required by Illumina shareholders to receive shares of Grail common stock or cash in lieu of fractional shares. An information statement containing details regarding the distribution of the shares of Grail common stock, Grail’s business and management following the spin-off, and other information regarding the spin-off will be made available to Illumina shareholders prior to the distribution date.

For U.S. federal income tax purposes, Illumina's U.S. shareholders (other than those subject to special rules) generally should not recognize gain or loss because of the distribution of Grail shares, except with respect to cash received in lieu of fractional shares. Illumina shareholders are urged to consult with their tax advisors with respect to the U.S. federal, state, and local or foreign tax consequences, as applicable, of the spin-off.

 Beginning on or about June 12, and continuing until, but not including, the distribution date, it is expected that Grail common stock will trade on a "when-issued" basis on Nasdaq under the ticker symbol "GRAL WI." On Friday, June 21, when-issued trading of Grail common stock will end and on Tuesday, June 25, Grail common stock will begin trading "regular way" on Nasdaq under the ticker symbol "GRAL." Illumina will continue to trade on Nasdaq under the ticker symbol "ILMN."

Also beginning on or about June 12, and continuing until, but not including, the distribution date, it is expected that there will be two markets in Illumina common stock. Illumina shares that trade in the "regular way" market under the symbol "ILMN" will trade with an entitlement to shares of Grail common stock to be distributed pursuant to the distribution. Illumina shares that trade in the "ex-distribution" market under the symbol "ILMN WI" will trade without an entitlement to shares of Grail common stock.

Illumina shareholders who sell their shares in the "regular way" market before the distribution date, will also be selling their entitlement to receive Grail common shares in the distribution. Investors are encouraged to consult with their financial advisors regarding the specific implications of buying or selling Illumina common stock on or before the distribution date.