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Roche to Nominate Independent Board Directors in Takeover Bid for Illumina

Roche Holding AG (ROG) will nominate a slate of independent candidates for election to Illumina Inc.’s board of directors at the company’s annual meeting this year.

Roche, which made a $5.7 billion hostile bid for Illumina this month, is proposing to increase the size of Illumina’s board to 11 directors from nine, the Basel, Switzerland-based company said today in a statement. The move would allow shareholders to elect a majority of directors nominated by Roche, the company said.

Illumina has bolstered its takeover defenses since Roche made its $44.50 a share acquisition offer last week. The San Diego-based maker of gene-mapping tools is granting investors the right to buy shares at half price, a so-called poison-pill maneuver. The strategy can block an unwanted bid by making it prohibitively expensive.

Roche’s nominees are Bary Bailey, 53, president of 4B Management LLC and operating partner at Cressey & Co.; Earl Collier, 64, chief executive officer of 480 Biomedical and senior adviser to Polaris Venture Partners; Dwight Crane, 74, a former Harvard Business School professor; David Dodd, 62, CEO of RiversEdge BioVentures LLC; Michael Griffith, 53, CEO of Laureate Biopharmaceutical Services Inc.; and Jay Hunt, 72, president of The Development Group.

Roche is engaged in a “board packing” plan that doesn’t recognize Illumina already has eight independent board members, said Jay Flatley, Illumina’s (ILMN) chief executive officer and the ninth director.

“Our highly qualified board will continue to act independently and in the best interests of stockholders,” Flatley said today in a company statement.

Illumina hasn’t yet scheduled a date for the meeting, which in the past has been held in March or April.

To contact the reporter on this story: Ryan Flinn in San Francisco at rflinn@bloomberg.net

To contact the editor responsible for this story: Reg Gale at rgale5@bloomberg.net

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