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
FOR IMMEDIATE RELEASE
Illumina Obtains HSR Clearance to Acquire Solexa
San Diego and Hayward, California December 21, 2006 Illumina, Inc. (NASDAQ: ILMN) and
Solexa, Inc. (NASDAQ: SLXA) announced today that the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 with respect to Illuminas proposed acquisition of Solexa has
expired. As previously announced, Illuminas proposed acquisition of Solexa by way of a
stock-for-stock merger is subject to customary closing conditions, including the approvals of
Illuminas and Solexas stockholders.
Forward-Looking Statements
This release may contain forward-looking statements that involve risks and uncertainties. Illumina
and Solexa caution readers that any forward-looking information is not a guarantee of future
performance and actual results could differ materially from those contained in the forward-looking
information. Forward looking statements include, but are not limited to, statements about the
benefits of the transaction between Illumina and Solexa, including future financial and operating
results, the combined companys plans, objectives, expectations and intentions and other statements
that are not historical facts.
Among the important factors that could cause actual results to differ materially from those in any
forward-looking statements are the ability to obtain regulatory approvals of the transaction on the
proposed terms and schedule; the failure of Illumina or Solexa stockholders to approve the
transaction; the failure of Illumina or Solexa to satisfy the other conditions to the transaction;
the risk that the businesses will not be integrated successfully; the risk that the anticipated
synergies and benefits from the transaction may not be fully realized or may take longer to realize
than expected; disruption from the transaction making it more difficult to maintain relationships
with customers, employees or suppliers; competition and its effect on pricing, spending,
third-party relationships and revenues. Additional important factors that may affect future results
are detailed in Illuminas and Solexas filings with the Securities and Exchange Commission (the
SEC), including their 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. Illumina and Solexa
disclaim any intent or obligation to update these forward-looking statements beyond the date of
this release.
Additional Information about this Transaction
In connection with the proposed merger, Illumina has filed with the SEC its Registration Statement
on Form S-4 that includes a joint proxy statement of Illumina and Solexa that also constitutes a
prospectus of Illumina. Illumina and Solexa will mail the joint proxy statement/prospectus to their
respective stockholders on or about December 21, 2006. Investors and security holders are urged to
read the joint proxy statement/prospectus regarding the proposed merger because it contains
important information. You may obtain a free copy of the joint proxy statement/prospectus and other
related documents filed by Illumina and Solexa with the SEC at the SECs website at www.sec.gov.
The joint proxy statement/prospectus and the other documents may also be obtained for free by
accessing Illuminas website at www.illumina.com under the tab Investors and then under the
heading SEC Filings or by accessing Solexas website at www.solexa.com under the tab Investors
and then under the heading SEC Documents.
Participants in this Transaction
Illumina and Solexa and their respective directors, executive officers and certain other members of
management and employees may be soliciting proxies from stockholders in favor of the merger.
Information regarding the persons who may, under the rules of the SEC, be considered participants
in the solicitation of the stockholders in connection with the proposed merger are set forth in the
Registration Statement on Form S-4 containing the joint proxy statement/prospectus. You can find
information about Illuminas executive officers and directors in Illuminas definitive proxy
statement filed with the SEC on April 26, 2006. You can find information about Solexas executive
officers and directors in Solexas definitive proxy statement filed with the SEC on August 31,
2006. You can obtain free copies of these documents from Illumina or Solexa using the contact
information below.
About Illumina
Illumina (www.illumina.com) develops and markets next-generation tools for the large-scale analysis
of genetic variation and function. Illuminas proprietary BeadArray technology now used in
leading genomics centers around the world provides the throughput, cost effectiveness and
flexibility necessary to enable researchers in the life sciences and pharmaceutical industries to
perform the billions of tests necessary to extract medically valuable information from advances in
genomics and proteomics. This information will help pave the way to personalized medicine by
correlating genetic variation and gene function with particular disease states, enhancing drug
discovery, allowing diseases to be detected earlier and more specifically, and permitting better
choices of drugs for individual patients.
About Solexa
Solexa is developing and commercializing the Solexa Genome Analysis System, which will be used to
perform a range of analyses including whole genome resequencing, gene expression analysis and small
RNA analysis. Solexa expects its first-generation instrument, the 1G Genome Analyzer, to generate
over a billion bases of DNA sequence per run and to enable human genome resequencing below $100,000
per sample, making it the first platform to reach this important milestone. Solexas longer-term
goal is to reduce the cost of human re-sequencing to a few thousand dollars for use in a wide range
of applications from basic research through clinical diagnostics. For further information, please
visit www.solexa.com.
Contact:
Illumina, Inc.
Jay T. Flatley, President & Chief Executive Officer, 858-202-4567
jflatley@illumina.com
or
Christian O. Henry, Vice President & Chief Financial Officer, 858-202-4508
chenry@illumina.com
or
Maurissa Bornstein, Public Relations Manager, 858-332-4055
mbornstein@illumina.com
Solexa, Inc.
John West, Chief Executive Officer, 510-670-9300
john.west@solexa.com
or
Linda Rubinstein, Vice President and Chief Financial Officer, 510-670-9317
lrubinstein@solexa.com
Source: Illumina, Inc.