Filed by Illumina, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Illumina, Inc.
Commission File No.: 001-35406
The following is a slide presentation from the investor conference call hosted on September 21, 2020, discussing the proposed transaction between Illumina, Inc. (the “Company”) and GRAIL, Inc. (“Grail”). The presentation
was made available on the Company’s Investor Relations website (http://investor.illumina.com) on September 21, 2020.
Illumina to Acquire GRAILLaunching a New Era in Cancer
Detection September 21, 2020
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2 Additional Information and Where to Find ItIn connection with the proposed transaction, Illumina,
Inc. (the “Company”) intends to file with the SEC a registration state ment on Form S-4 that will include a preliminary prospectus with respect to the Company’s common stock and contingent value rights to be issued in the proposed transaction
and a consent solicitation statement of GRA IL, Inc. (“Grail”) in connection with the proposed transaction. The Company may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the
consent soli citation statement/prospectus or registration statement or any other document which the Company may file with the SEC. INVESTORS AND SECURITY HOLDERS OF GRAIL ARE URGED TO READ THE REGISTRATION STATEMENT, WHICH W ILL INCLUDE THE
CONSENT SOLICITATION STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENT S OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED M ATTERS. Investors and security holders may obtain freecopies of the registration statement on Form S-4 (when available), which will include the consent
solicitation statement/prospectus, and other documents filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov, through the Company’s Investor Relations page (investor.illumina.com) or by writing to Illumina
Investor Relations, 5200 Illumina Way, San Diego, CA 92122.No Offer or SolicitationThis communication is for informational purposes only and is not intended to and does not constitute an offer to subscribe fo r, buy or sell, or the
solicitation of an offer to subscribe for, buy or sell, or an invitation to subscribe for, buy or sell any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be a ny sale, issuance or transfer of
securities in any jurisdiction in which such offer, invitation, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.Cautionary Notes on Forward-Looking StatementsThis communication contains “forward-looking
statements” within the meaning of the federal securities laws, including Section 27 A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements
often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “may,” “target,” similar
expressions and variation s or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the proposed transaction and the anti
cipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materiall y from those expressed in
any forward-looking statements, including the failure to consummate the proposed transaction or to make any filing or take other action required to consummate such transaction in a t imely matter or at all. Important risk factors that may
cause such a difference include, but are not limited to: (i) the proposed transaction may not be completed on anticipated terms and timing, (ii) a condition to closing of the transacti on may not be satisfied, including obtaining regulatory
approvals,(iii) the potential impact of unforeseen liabilities, future capital expenditures, revenues, costs, expenses, earnings, syner gies, economic performance, indebtedness, financial condition and losses on the future prospects, business
and management strategies for the management, expansion and growth of the Company’s business after the co nsummation of the transaction, (iv) potential adverse reactions or changes to business relationships resulting from the announcement or
completion of the transaction, (v) any negative effects of the anno uncement, pendency or consummation of the transaction on the market price of the Company’s common stock and on the Company’s operating results, (vi) risks associated with
third -party contracts containing consent and/or other provisions that may be triggered by the proposed transaction, (vii) the risks and costs associated with the integration of, and the ability of the Company to integrate, Grail’s business
success fully and to achieve anticipated synergies, (viii) the risks and costs associated with the development and commercialization of, and the Company’s ability to develop and commercialize, Grail’s products; (ix) the risk that disruptions
from the proposed transaction will harm the Company’s business, including current plans and operations, (x) legislative, regulatory and economic developments, (xi) the other risks described in the Company’s most recent annual reports on Form
10 -K and quarterly reports on Form 10-Q and in the registration statement on Form S-1 filed with the SEC by Grail on September 9, 2020, as amended on September 17, 2020, and (xii) management’s response to any of the aforementioned
factors.These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the consent sol icitation statement/prospectus that will be included in the registration statement on Form S-4 that will be
filed with the SEC in connection with the proposed transaction. While the list of factors presented here is, and the list of factors to be presented in the registration statement on Form S-4 are, considered representative, no such list should
be considered to be a complete statement of all potential risks and uncertaint ies. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in
results as compared with those anticipated in the forward -looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could
have a material adverse effect on the Company’s financial condition, results of operations, credit rating or liquidity. The Company does not assume any obligation to publicly provide revisions or updates to any forward -looking statements,
whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.
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3 Illumina to Acquire GRAIL | New Era in Cancer Detection Expands Illumina’s role beyond
technology innovator and application enabler, to healthcare diagnostics and testingEnables Illumina to participate more fully in high value clinical market (revenue tied to clinical value, not sequencing output) Leverages Illumina’s
resources and expertise to accelerate GRAIL’s commercialization and utilization $75B+NGS Oncology TAM Galleri data promising; on track for LDT launch in 2021
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4 Early Cancer Detection Saves Lives Distant Metastases 5-year cancer-specific mortality
when diagnosed late 5-year cancer-specific mortality when diagnosed early Localized of cancer-related deaths are in cancers
with no recommended screeningSource: SEER Program (www.seer.cancer.gov) *Stat Database: Incidence - SEER 18 Regs Research Data, Nov 2018 Sub. Includes persons aged 50-79 diagnosed 2006-2015 “Early/Localized” includes invasive localized tumors
that have not spread beyond organ of origin, “Late/Metastasized” includes invasive cancers that have metastasized beyond the organ of origin to other parts of the body. Noone AM, Howlader N, Krapcho M, et al. (eds). SEER Cancer Statistics
Review, 1975-2015, National Cancer Institute, Bethesda, MD, http://seer.cancer.gov/csr/1975_2015/, based on November 2017 SEER data submission, posted to the SEER website April 2018.
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Beating Cancer Starts with Finding It Expected LDT Launch 2021 5 1 Based on current trial
status 1 Required blood draws 43% Positive Predictive Value (modeled) 44% Sensitivity For All Cancers (Stages 1-3)1 50 Cancers Detected 93% Tissue Of Origin
Accuracy >99% Specificity Galleri Will Transform Cancer Care
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6 Blood Testing Can Detect More Cancers Earlier 0% 20% 40% 60% with
Galleri without Galleri % of Cancers Detected by Stage ~100,000Cancer-Related Deaths1 Stage I Stage II Stage III Stage IVSources: Modeled based on GRAIL’s recent data from ESMO 2019 and SEER cancer registry1Number of US cancer-related
deaths within subsequent 5 years that can be averted each year of testing. Each year of testing can avert
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Galleri Detects More Cancer Types and More CasesSignificantly improves cancers types detected early to
minimize unnecessary testing Source: GLOBOCAN Estimates; Clarke et al. Cancer Epidemiology, Biomarkers, & Prevention 20207 Increase in Cancer Detection Cancer Detection Cancers Types 5 CancersCurrently Screened 50
CancersDetectable by Galleri 10xIncrease in Cancer Types Current CasesDetectedWith existing screening Cases DetectedAdding GalleriPlus existing screening
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8 Meets Patient, Physician & Payor Needs Patients Physicians Payors 1 Diagnostic
workup cost per cancer diagnosed could be reduced by 65% when combined with single cancer screening Identifies cancer location to inform next steps Improves outcomes Up to 65% reduction in cost1 Screens for 50+
cancers Identifies more early stage cancers
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9 NGS Oncology Testing Expected to Reach $75B Market by 2035 1Source: Illumina Internal Analysis;
Survey Data; Expert Interviews; Secondary Market Research (OECD, Decision Resources Group, GlobalData, IARC, United Nations) 40 10 20 30 50 60 70 2025 2030 2035 Screening Monitoring Therapy
Selection 2020 16%CAGR Therapy Selection ~7 million testsPopulation diagnosed with cancer Screening ~150 million testsAsymptomatic population at heightened risk 0 27%CAGR 75%CAGR Target
Population1 27%CAGR Monitoring ~20 million testsPopulation monitored for therapeutic response or disease recurrence
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10 Initial Addressable Market1 Galleri Launch Addresses Large Initial US
Market USScreening Market Integrated Health Systems Self-insured Employers Concierge Medicine Accessible prior to reimbursement 1US Census for men and women ages 50-79 Aligned incentives for early
adoption Compelling value proposition
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11 Key Milestones for GRAIL nd Multi-cancer early detection in asymptomatic people Launch
LDTCCGA3 clinical resultsPATHFINDER resultsComplete SUMMIT enrollment Submission of PMAFDA approval DACDiagnostic Aid for Cancer Speed time to diagnosis when cancer is suspected Launch in 2H21 (patients indicated for a cancer workup)Begin
a clinical study for expanded indications in 1H21 Expanded DAC uptake (patients with non- specific symptoms) MRDMinimal Residual Disease Detect cancer after diagnosis and treatment Validate program with partners1H21 report on initial
studies Develop additional recurrence monitoring a therapy response test
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12 Combination Accelerates GRAIL’s Path to Adoption GRAIL 2016-2020 GRAIL + Illumina 2021
on Singular focus on detecting cancer early >230 granted patents, >170 pending Preeminent team of data and computer scientists 145K+ clinical trial participants Leverage scale for global
commercialization and adoption Multi-cancer LDT in 2021 based on current trial status Accelerate path to IVD Leading machine learning capabilities for oncology and beyond
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Illumina Today Leveraging Illumina’s Strengths to Scale More Quickly Building on Global
Commercial, Clinical, and Operational Capabilities 13 1Some revenue reflects clinical value from end-to-end solutions e.g. VeriSeq NIPT. Platform Technology EnablerClinical Lab Service and IVD PortfolioContinue to Enable Innovation and
New Clinical Applications Revenue Shifts to Reflect Clinical Value Illumina + GRAIL Tomorrow Platform Technology EnablerClinical & Research Lab ServiceProven Clinical Capabilities; Emerging Clinical
Applications Revenue Reflects Sequencing Output1
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14 Illumina Will Continue to Enable, Partner & Supply Customers GRAIL will operate as a
separate division Existing Illumina business will operate separately Continued access to innovation Support and enable the work of our clinical customers
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15 Illumina to Acquire GRAIL + Upfront cash and stock transaction valued at $8.0BGRAIL
shareholders will also receive a tiered single digit % of certain product sales over 12 years Expands Illumina’s TAM by $60B+; expands role in clinical marketContributes to revenue growth from 2021 Expected to close in second half
2021, subject to customary closing conditions and regulatory approvals
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16 Pro Forma Financial Outlook Expected Ownership1 1Includes a 15% symmetrical collar. Expected
ownership is illustrative at the mid-point.Note: The number of shares issued will be based on the 20-trading day volume weighted average price of Illumina common stock 10 days prior to close. Transaction Overview Deal
Structure Future Payments $4.0B PAID IN SHARESSubject to collar1 Years subject to payments 7%GRAILShareholders Illustrative only 93%Illumina Shareholders $8BTotal Equity Value Share for first $1Bof annual
revenue $3.1B PAID IN CASHBalance Sheet Cash +Debt or Equity of up to $1.0B Share of annual revenue >$1B $0.9B CURRENT EQUITY STAKE
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17 From Moonshot Mission to Imminent
Commercialization 2016-2020 employees GRAIL at Inception GRAIL Today invested
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18 Acquiring GRAIL Brings Us Closer Towards Our
Mission 1998 2006 2013 2020 Microarrays Sequencing NIPT, Genetic Disease, and Oncology Therapy Selection Early CancerDetection
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19 Launching a New Era in Cancer Detection, Together +
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© 2020 Illumina, Inc. All rights reserved. Questions
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Additional Information and Where to Find It
In connection with the proposed transaction, the Company intends to file with the SEC a registration statement on Form S-4 that will include a preliminary prospectus with respect to the Company’s common stock and
contingent value rights to be issued in the proposed transaction and a consent solicitation statement of Grail in connection with the proposed transaction. The Company may also file other documents with the SEC regarding the proposed transaction.
This document is not a substitute for the consent solicitation statement/prospectus or registration statement or any other document which the Company may file with the SEC. INVESTORS AND SECURITY HOLDERS OF GRAIL ARE URGED TO READ THE REGISTRATION
STATEMENT, WHICH WILL INCLUDE THE CONSENT SOLICITATION STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the registration statement on Form S-4 (when available), which will include the
consent solicitation statement/prospectus, and other documents filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov, through the Company’s Investor Relations page (investor.illumina.com) or by writing to Illumina
Investor Relations, 5200 Illumina Way, San Diego, CA 92122.
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and does not constitute an offer to subscribe for, buy or sell, or the solicitation of an offer to subscribe for, buy or sell, or an invitation
to subscribe for, buy or sell any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, invitation, sale or solicitation
would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended, and otherwise in accordance with applicable law.
Cautionary Notes on Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,”
“see,” “will,” “would,” “may,” “target,” similar expressions and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation
of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ
materially from those expressed in any forward-looking statements, including the failure to consummate the proposed transaction or to make any filing or take other action required to consummate such transaction in a timely matter or at all.
Important risk factors that may cause such a difference include, but are not limited to: (i) the proposed transaction may not be completed on anticipated terms and timing, (ii) a condition to closing of the transaction may not be satisfied, including
obtaining regulatory approvals, (iii) the potential impact of unforeseen liabilities, future capital expenditures, revenues, costs, expenses, earnings, synergies, economic performance, indebtedness, financial condition and losses on the future
prospects, business and management strategies for the management, expansion and growth of the Company’s business after the consummation of the transaction, (iv) potential adverse reactions or changes to business relationships resulting from the
announcement or completion of the transaction, (v) any negative effects of the announcement, pendency or consummation of the transaction on the market price of the Company’s common stock and on the Company’s operating results, (vi) risks associated
with third-party contracts containing consent and/or other provisions that may be triggered by the proposed transaction, (vii) the risks and costs associated with the integration of, and the ability of the Company to integrate, Grail’s business
successfully and to achieve anticipated synergies, (viii) the risks and costs associated with the development and commercialization of, and the Company’s ability to develop and commercialize, Grail’s products; (ix) the risk that disruptions from the
proposed transaction will harm the Company’s business, including current plans and operations, (x) legislative, regulatory and economic developments, (xi) the other risks described in the Company’s most recent annual reports on Form 10-K and
quarterly reports on Form 10-Q and in the registration statement on Form S-1 filed with the SEC by Grail on September 9, 2020, as amended on September 17, 2020, and (xii) management’s response to any of the aforementioned factors.
These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the consent solicitation statement/prospectus that will be included in the registration statement on Form S-4
that will be filed with the SEC in connection with the proposed transaction. While the list of factors presented here is, and the list of factors to be presented in the registration statement on Form S-4 are, considered representative, no such list
should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in
results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a
material adverse effect on the Company’s financial condition, results of operations, credit rating or liquidity. The Company does not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a
result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.