Case 1:20-cv-01644-RGA Document 1-23 Filed 12/03/20 Page 1 of 5 PageID #: 911
`Case 1:20-cv-01644-RGA Document 1-23 Filed 12/03/20 Page 1 of 5 PageID #: 911
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`EXHIBIT 23
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`EXHIBIT 23
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`11/6/2020
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`Illumina, Inc. - Illumina Strengthens Leadership Position in Reproductive Health with Agreement to Acquire Verinata Health, Inc.
`Case 1:20-cv-01644-RGA Document 1-23 Filed 12/03/20 Page 2 of 5 PageID #: 912
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`PRESS RELEASE
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`Illumina Strengthens Leadership Position in Reproductive Health with
`Agreement to Acquire Verinata Health, Inc.
`
`January 07, 2013
`
`Verinata Developed and Markets Industry’s Most Comprehensive Non-Invasive Test for Early Identification of Fetal Chromosomal Abnormalities
`
`SAN DIEGO--(BUSINESS WIRE)--Jan. 7, 2013-- Illumina, Inc. (NASDAQ:ILMN) today announced that it has signed a definitive agreement to acquire Verinata
`Health, Inc., a leading provider of non-invasive tests for the early identification of fetal chromosomal abnormalities, for consideration of $350 million plus up to
`$100 million in milestone payments through 2015. Upon completion of the acquisition, Illumina will have access to Verinata’s verifi® prenatal test, the broadest
`non-invasive prenatal test (NIPT) available today for high-risk pregnancies, and to the most comprehensive intellectual property portfolio in the non-invasive
`prenatal test industry. As non-invasive prenatal testing is one of the most rapidly growing areas utilizing next-generation sequencing, Illumina is uniquely
`positioned to be at the forefront of providing superior prenatal testing options.
`
`“This agreement with Verinata demonstrates Illumina’s commitment to developing innovative diagnostic solutions and providing our partners with the most
`advanced technologies for improved patient care,” said Jay Flatley, President and CEO of Illumina. “Building on the recent acquisition of BlueGnome Ltd. and
`our expertise in next-generation sequencing, this announcement further establishes Illumina as a leader in reproductive health.”
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`Available through a physician, the verifi test analyzes cell-free fetal DNA naturally found in a pregnant woman’s blood to look for missing or extra copies of
`chromosomes (referred to as aneuploidies). Specifically, the test detects Down syndrome (trisomy 21 or T21), Edwards syndrome (trisomy 18 or T18) and
`Patau syndrome (trisomy 13 or T13). It is the first non-invasive prenatal test that offers the option to include evaluation of sex chromosome aneuploidies, such
`as Turner syndrome (Monosomy X), Triple X (XXX), Klinefelter syndrome (XXY) and Jacobs syndrome (XYY) – the most common fetal sex chromosome
`abnormalities.
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`Compared to other testing options, the verifi prenatal test provides more definitive information than risk score-based tests (traditional protein serum screens),
`which calculate probabilities, and does not carry the risk of complications that an invasive procedure, such as an amniocentesis, can have. The robust
`technology behind the verifi test leverages the power of massively parallel next-generation sequencing with a highly optimized algorithm to provide accurate
`aneuploidy detection, with the ability to look across the entire genome.
`
`“Together, Illumina and Verinata are well-suited to drive the adoption of the non-invasive prenatal testing market. With approximately 500,000 high-risk
`pregnancies annually in the United States and an estimated four million pregnancies in total, there is a clear need for such tests,” said Dr. Jeffrey Bird,
`Executive Chairman and CEO of Verinata Health. “Given the recent American College of Obstetrics and Gynecology (ACOG) and Society of Maternal and Fetal
`Medicine (SMFM) joint opinion that recommended cell–free DNA prenatal testing as a first or second trimester option for women at increased risk of aneuploidy,
`we believe more physicians will be adopting NIPT.”
`
`The verifi test will continue to be offered through Verinata’s CLIA-certified and CAP-accredited laboratory, which will continue to act as a reference laboratory to
`gather some of the necessary clinical data for future regulatory submissions.
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`According to Greg Heath, SVP and General Manager of Illumina’s Diagnostics business, “The synergies between Verinata’s and Illumina’s capabilities,
`combined with the expertise in reproductive health gained from the acquisition of BlueGnome, enable Illumina to provide a compelling portfolio of offerings
`
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`Illumina, Inc. - Illumina Strengthens Leadership Position in Reproductive Health with Agreement to Acquire Verinata Health, Inc.
`11/6/2020
`Case 1:20-cv-01644-RGA Document 1-23 Filed 12/03/20 Page 3 of 5 PageID #: 913
`across the spectrum of reproductive health.” He added, “We look forward to integrating Verinata into our organization and leveraging the combined knowledge
`and resources.”
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`Based on ACOG and SMFM guidelines for high-risk pregnancies in the United States, the addressable NIPT market is estimated to be more than $600 million in
`2013. The total domestic market is estimated to grow to 1.5 to 2 million tests performed annually within the next five years. Working with our partners in this
`space, Illumina expects to service a significant portion of that market. Including the impact of synergies, the transaction is expected to be approximately $0.20
`dilutive to Illumina's non-GAAP earnings per share in 2013 before turning accretive beginning in 2014 and beyond. Fiscal year 2013 guidance, including the
`impact of this transaction, will be provided during the Company's fourth quarter and fiscal year 2012 earnings call. The transaction will be financed primarily with
`cash on hand and is expected to close after the satisfaction of customary regulatory approval.
`
`Bank of America Merrill Lynch acted as financial advisor to Illumina, and Covington & Burling LLP acted as legal counsel.
`
`About Illumina
`
`Illumina (www.illumina.com) is a leading developer, manufacturer, and marketer of life science tools and integrated systems for large-scale analysis of genetic
`variation and function. We provide innovative sequencing and array-based solutions for genotyping, copy number variation analysis, methylation studies, gene
`expression profiling, and low-multiplex analysis of DNA, RNA, and protein. We also provide tools and services that are fueling advances in consumer genomics
`and diagnostics. Our technology and products accelerate genetic analysis research and its application, paving the way for molecular medicine and ultimately
`transforming healthcare.
`
`Forward-Looking Statements
`
`This release contains forward-looking statements that involve risks and uncertainties. Examples of forward-looking statements include, but are not limited to,
`statements we make regarding the expected impact of synergies and the transaction’s effect on Illumina’s non-GAAP earnings per share. Important factors that
`could cause actual results to differ materially from those in any forward-looking statements include challenges inherent in integrating Verinata with our existing
`operations and the other factors that are detailed in our filings with the Securities and Exchange Commission, including our most recent filings on Forms 10-K
`and 10-Q, or in information disclosed in public conference calls, the date and time of which are released beforehand. We do not intend to update any forward-
`looking statements after the date of this release.
`
`Dilution calculated on non-GAAP basis
`
`In estimating future dilution on a non-GAAP basis, Illumina excludes amortization expense related to acquired intangible assets, contingent compensation
`expense, acquisition related expense, non-cash interest expense associated with the company's convertible debt instruments that may be settled in cash,
`headquarter relocation expense, costs related to unsolicited tender offer for the company's stock and the double dilution associated with the accounting
`treatment of the company's 0.625% convertible senior notes outstanding and the corresponding call option overlay.
`
`Source: Illumina, Inc.
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`rchambers@illumina.com
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`11/6/2020
`Illumina, Inc. - Illumina Strengthens Leadership Position in Reproductive Health with Agreement to Acquire Verinata Health, Inc.
`Case 1:20-cv-01644-RGA Document 1-23 Filed 12/03/20 Page 4 of 5 PageID #: 914
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`Illumina, Inc. - Illumina Strengthens Leadership Position in Reproductive Health with Agreement to Acquire Verinata Health, Inc.
`11/6/2020
`Case 1:20-cv-01644-RGA Document 1-23 Filed 12/03/20 Page 5 of 5 PageID #: 915
`Innovative technologies
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`At Illumina, our goal is to apply innovative technologies to the analysis of genetic variation and function, making studies possible that were not even imaginable just a few
`years ago. It is mission critical for us to deliver innovative, flexible, and scalable solutions to meet the needs of our customers. As a global company that places high value on
`collaborative interactions, rapid delivery of solutions, and providing the highest level of quality, we strive to meet this challenge. Illumina innovative sequencing and array
`technologies are fueling groundbreaking advancements in life science research, translational and consumer genomics, and molecular diagnostics.
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