The proxy fight between Illumina and activist investor Carl Icahn grew more heated on Monday as Illumina sent a letter to its shareholders defending the integrity of its board members against what it called Icahn’s efforts at “character assassination.”
Since launching a proxy battle against the DNA-sequencing company in March, Icahn has been pushing to unseat three Illumina directors: independent chair John Thompson, CEO Francis deSouza and Dr. Robert Epstein.
Icahn has urged Illumina shareholders to elect three candidates to the board who are his current or former employees.
“Icahn's campaign has employed baseless character assassination and innuendo in place of an actionable alternative to Illumina's plan. There is no substance in his ‘plan’ and his uninformed questions serve more to distract from a lack of new ideas than as a coherent alternative to maximize value for Illumina shareholders,” the company said.
Thompson, Illumina said, is a current Microsoft director who has led high-growth companies for more than four decades. As the former chief executive of Symantec, he was ranked by the Harvard Business Review in 2010 as one of the world’s best performing CEOs.
As CEO, deSouza brings 10 years of genomics industry experience and has led the company further into the clinical setting and significantly expanded its commercial footprint, Illumina said. Epstein, it noted, has a deep understanding of clinical genomics, experience with reimbursement and knowledge of operating in regulated markets.
“Illumina has a strong position as the global leader in research and clinical genomics, led by its world-class Board members, who bring the highest personal character, integrity, and ethical standards, and reflect a range of professional backgrounds and skills relevant to Illumina's business,” the company said. It characterized its governance practices as “best in class.”
Icahn’s recently released plan for the company “demonstrates his lack of understanding of both Illumina and the genomics industry,” and his board nominees – Jesse Lynn, Andrew Teno and Vincent Intrieri – bring no additive skills, relevant industry experience or independence from Icahn, Illumina said.
Icahn, whose firm owns less than 1.5% of Illumina shares, has argued that the company should quickly divest cancer test developer Grail, which it acquired in 2021 over the objections of U.S. and European antitrust regulators.
Illumina, which is appealing orders to divest Grail from both the U.S. Federal Trade Commission and the European Commission, said it is committed to concluding the legal process involving the business by early 2024.
“Icahn's reckless ‘pull the plug’ on GRAIL strategy only guarantees to increase the risk of fines and a suboptimal divestiture process for all shareholders,” Illumina stated.
Illumina is urging shareholders to re-elect all nine of its board members at the annual meeting to be held virtually on May 25.