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
The
following e-mail was sent to all employees of Solexa, Inc. on
December 21, 2006:
I would like to keep you updated on the status of our merger with Illumina. We have set
January 26 as the date for the special meeting at which the stockholders of both Solexa and
Illumina are expected to vote to approve the transaction. We expect the transaction to close very
shortly after the meeting, at which time we will become a combined company.
We are delighted at this quick timing, which has accelerated relative to our expectations when we
announced the deal last month. The two major prerequisites to close the transaction have been
receiving US anti-trust clearance and obtaining shareholder approval. We have now passed the
standard 30-day review period for US anti-trust, satisfying this condition. We and Illumina have
prepared an S-4 proxy/prospectus, which Illumina filed with the U.S. Securities and Exchange
Commission (SEC), as the document that is being sent to shareholders of both companies to vote on
the transaction. The SEC elected not to review the S-4 proxy/prospectus and, as such, we have been
able to set a January close. Such a review can be quite lengthy, as those of you who were
involved in the business combination between Solexa and Lynx may recall.
Both companies have begun to focus on how the companies will operate after the merger is effective.
We have established a steering committee consisting of John Stuelpnagel, Christian Henry and
Paulette Cabral from Illumina and Linda Rubinstein, Frank Oaks, Tony Smith and Kathy San Roman from
Solexa. The committees charter is to establish direction, organization and a plan for
integrating the two companies. In addition to the steering committee, integration teams with
representation from both companies are being formed. We will share more information on the teams
and the process over time.
We realize that employees have a number of questions, and that additional questions may arise over
time. Wed like to address as many of these questions as possible. To facilitate this, we will
establish a confidential mailbox link (http://intranet-us/merger) which will also be
accessible on the Solexa intranet where employees can anonymously submit their questions or
concerns. Each week or so we will review the questions and send the questions and answers to all
employees. The link will go directly to Kathy San Roman in HR.
The reaction from Solexa and Illuminas stakeholders has been very positive. Many of our customers
and investors have told us how pleased they are with the transaction and with the prospects for the
combined company.
Solexa has made tremendous progress in recent months in all areas of the company. I want to
reiterate how proud I am of our achievements.
I join with the entire management team to thank you again for your contribution to Solexas
success.
I extend to you my best wishes for a healthy, happy and prosperous New Year.
John West
Forward
Looking Statements
This email contains 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. Words such as expect, estimate, project, budget, forecast, anticipate,
intend, plan, may, will, could, should, believes, predicts, potential, continue
and similar expressions are intended to identify such forward-looking statements. Such 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 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 filed with the SEC an amendment to 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.