ITEM 8.01. OTHER EVENTS.
On November 1, 2018, Pacific Biosciences of California, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Illumina, Inc. (“Illumina”) and FC Ops Corp., a wholly owned subsidiary of Illumina (“Merger Subsidiary”). The Merger Agreement provides that, subject to the terms and conditions set forth therein, Merger Subsidiary will merge with and into the Company (the “Merger”), with the Company surviving the Merger and becoming a wholly owned subsidiary of Illumina.
On June 18, 2019, the Competition and Markets Authority of the United Kingdom (“CMA”) announced the completion of its Phase 1 review of the Merger and that it will refer the Merger for a Phase 2 review if the Company and Illumina are unable to address the CMA’s concerns. The Company and Illumina will continue to work cooperatively with the CMA. The Company and Illumina expect the Merger to be completed in the fourth quarter of 2019.
Consummation of the Merger is subject to certain conditions beyond the Company’s control that may prevent, delay, or otherwise adversely affect its completion. No assurance can be given that the required regulatory approvals will be obtained or that the required conditions to closing will be satisfied, and, even if all such approvals are obtained and the conditions are satisfied, no assurance can be given as to the terms, conditions and timing of the approvals. For more information about the effects of a failure to complete the Merger, please refer to the “Risk Factors” sections of our Annual Report on Form10-K for the year ended December 31, 2018 and our Quarterly Report on Form10-Q for the quarter ended March 31, 2019.
Legal Notice Regarding Forward-Looking Statements
All statements in this Form8-K that are not historical are forward-looking statements, including, among other things, statements relating to the expected timing for the consummation of the Merger. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties, changes in circumstances and other factors that are, in some cases, beyond the Company’s control and could cause actual results to differ materially from the information expressed or implied by forward-looking statements made in this Form8-K. Factors that could materially affect actual results can be found in the Company’s most recent filings with the Securities and Exchange Commission, including the Company’s most recent reports on Forms8-K,10-K and10-Q, and include those listed under the caption “Risk Factors.” The Company undertakes no obligation to revise or update information in this Form8-K to reflect events or circumstances in the future, even if new information becomes available.
