Dewey & LeBoeuf LLP 1301 Avenue of the Americas New York, NY 10019-6092
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tel (212) 259-8000 fax (212) 259-6333 |
March 19, 2012
Peggy Kim
Special Counsel
Office of Mergers & Acquisitions
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549-3628
Re: | Illumina, Inc. |
Definitive Proxy Statement on Schedule 14A |
Filed March 19, 2012 |
File No. 1-35406 |
Dear Ms. Kim:
On behalf of our client, Illumina, Inc., a Delaware corporation (the “Company”), set forth below are responses to the comments of the Staff of the Office of Mergers & Acquisitions (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in your letter, dated March 19, 2012, to Frederick W. Kanner of Dewey & LeBoeuf LLP with respect to the filing referenced above. The numbering of the paragraphs below corresponds to the numbering of the Staff’s comment letter, the text of which we have incorporated into this response letter for convenience.
Schedule 14A
1. | We note your response to comment one in our letter dated March 8, 2012. Further, we note that telephonically you indicated that Illumina will not use withheld votes to vote for Illumina’s nominees in Proposal 1. Please supplementally confirm to us that if Proposal 4 is approved and Proposal 5 is not approved and if a stockholder instructs the proxy holder to withhold a vote with respect to any of Roche’s director nominees on Proposal 6, the proxy holderwill not vote for those Illumina director nominees named in Proposal 1 for whom the stockholder did not instruct the proxy holder to withhold in Proposal 1, to the extent such nominees were not elected pursuant to Proposal 1. |
On behalf of the Company, we confirm that if Proposal 4 is approved and Proposal 5 is not approved and if a stockholder instructs the proxy holder to withhold a vote with respect to any of Roche’s director nominees on Proposal 6, the proxy holderwill not, in connection with filling newly created directorships as a result of Proposal 4, vote for those Illumina director nominees named in Proposal 1 for whom the stockholder did not instruct the proxy holder to withhold in Proposal 1, to the extent such nominees were not elected pursuant to Proposal 1.
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March 19, 2012
Page 2
We have been authorized to and do hereby acknowledge and confirm on behalf of the Company that: (1) the Company is responsible for the adequacy and accuracy of the disclosure in the filing; (2) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and (3) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
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If you have any questions or if the Staff has further comment, please call Frederick W. Kanner (tel: 212-259-7300) or Eric Blanchard (tel: 212-259-6016) of Dewey & LeBoeuf LLP.
Sincerely, |
/s/ Frederick W. Kanner |
Frederick W. Kanner |
cc: Illumina, Inc.
Christian G. Cabou