-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QiKSAEnyXjxTbFbQm8wzmc+zidqC8Wg6s+jHCmOh/7VQPRB7TyyzeK/Yhn0ykP9C KNcp76i0v81hv8tEvT/hqQ== 0000891618-07-000023.txt : 20070124 0000891618-07-000023.hdr.sgml : 20070124 20070124173000 ACCESSION NUMBER: 0000891618-07-000023 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070124 DATE AS OF CHANGE: 20070124 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Solexa, Inc. CENTRAL INDEX KEY: 0000913275 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 943161073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22570 FILM NUMBER: 07550624 BUSINESS ADDRESS: STREET 1: 25861 INDUSTRIAL BLVD CITY: HAYWARD STATE: CA ZIP: 94545 BUSINESS PHONE: 5106709300 MAIL ADDRESS: STREET 1: 25861 INDUSTRIAL BLVD CITY: HAYWARD STATE: CA ZIP: 94545 FORMER COMPANY: FORMER CONFORMED NAME: LYNX THERAPEUTICS INC DATE OF NAME CHANGE: 19931008 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Solexa, Inc. CENTRAL INDEX KEY: 0000913275 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 943161073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 25861 INDUSTRIAL BLVD CITY: HAYWARD STATE: CA ZIP: 94545 BUSINESS PHONE: 5106709300 MAIL ADDRESS: STREET 1: 25861 INDUSTRIAL BLVD CITY: HAYWARD STATE: CA ZIP: 94545 FORMER COMPANY: FORMER CONFORMED NAME: LYNX THERAPEUTICS INC DATE OF NAME CHANGE: 19931008 425 1 f26433a2e425.htm 425 e425
 

Filed by Solexa, Inc.
pursuant to Rule 425
under the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934

Subject Company: Solexa, Inc.
Commission File No. 000-22570
The following was communicated to employees of Solexa Limited by email on January 24, 2007:
     
To
  : All Solexa Employees
From
  : John West
Date
  : Jan 24, 2007
Re
  : Confidential update on merger with Illumina
All,
I am writing to provide you with an update on the merger with Illumina. Many aspects of this are still in the process of being finalized, but I want you to have an initial view, with additional specifics to be provided in the days and weeks ahead. We will hold all-employee meetings in both Chesterford (3 pm Wednesday, UK time) and Hayward (4 pm Wednesday, Calif time) to discuss this in additional detail and answer questions you may have.
Motivation
Our reasons for combining remain the same today as when we first announced the plan back in November:
1. To rapidly ramp up field sales and customer support for the Solexa 1G Analyzer system. We expect that our field-based personnel will become part of the Illumina field organization immediately, and trainings are being planned for the Illumina team on our technology in the first weeks after the merger. Illumina sales people will begin to sell Solexa’s system, coordinated with us, beginning right after the merger closes.
2. To compete more effectively in our market by becoming the only company to offer genome-scale technology for sequencing, genotyping and gene expression, the three cornerstones of modern genetic analysis. While a detailed strategy to fully unify these offerings will take some time and thought to develop properly, we are already seeing cases where customers want to use Solexa re-sequencing systems to discover SNPs and implement them on custom Illumina genotyping BeadArrays.
3. To leverage our combination of technologies for the development of even more powerful systems in the future, systems which will be difficult for competitors to match. Several meetings of R&D leads from Illumina and Solexa have been held, and it is clear from these that there are a lot of areas for mutual benefit in the very near term.
Timing and mechanics
Both companies need shareholder approval to complete the merger. These votes come to their conclusions this Friday at shareholder meetings to be held in Hayward and San Diego. In practice, we expect that almost all of the votes will have been cast in advance by proxy. While I do not want to prejudge the shareholders’ decision, we are now very optimistic about a positive outcome. Assuming that outcome, the official completion of the legal aspect of combining the companies (“the close”) could happen later on Friday. If so, that would make Monday our first business day as a unified company. Based on the Illumina share price during the last few weeks, we now know that the share exchange ratio will be 0.344 Illumina shares per Solexa share. This represents a value of approximately $600 M for Solexa.
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*   Portion Redacted

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