Icahn Responds to Illumina’s Obfuscations
$ILMN
Dear Fellow Illumina Shareholders:
In the spirit of coming up with a consensual deal, we always agree to keep the details of our conversations private because remarks without context can be highly misleading. Over 30 years, we have dealt with many companies, in many contentious proxy contests, but never once has one of these companies broken this agreement. The spirit of settlement negotiations is to keep them private in the hopes of achieving peace rather than war. Today Illumina’s representatives have broken their word and gone public and taken out of context certain things that were supposedly said during these discussions.
For instance, at these discussions, CEO Francis deSouza and Chairman John Thompson kept repeating that they were going to add new, supposedly independent, board members that we should meet and accept as superior candidates. The problem is that Mr. deSouza has been able to manipulate his board such that we believe all but one of his board members are handpicked by Mr. deSouza at this time. And this of course is the same board that made the highly reckless decision to close the GRAIL transaction over the explicit prohibition from the European Commission and subsequently destroyed $50 billion of shareholder value. So why would we want to meet more of Mr. deSouza’s handpicked nominees? So we made the comment that, even if one of his nominees was Jesus Christ, who admittedly was a great man, we would still insist on three candidates.
We are not surprised that Mr. deSouza decided to break his vow of keeping settlement negotiations private. In a proceeding relating to Mr. deSouza’s divorce, a judge found his “credibility suspect,” and said his testimony was “not to be trusted.” Additionally, in a publicly-available Federal Trade Commission filing in the matter of Illumina and GRAIL, the FTC asked the court – and was granted permission over the strenuous objection of Illumina – to include in the record information regarding Mr. deSouza’s divorce as evidence of his untrustworthy character. The FTC was able to introduce into the record that Mr. deSouza violated a court order, as well as his fiduciary duty to his spouse, when he concealed his purchases of bitcoins and his use of intermediaries to make those purchases.
Should the board of directors of Illumina be blindly following an individual who has violated court orders and fiduciary duties? If one of the most important regulatory bodies in the United States believes that Mr. deSouza is an untrustworthy character, and a respected judge has found his “credibility suspect” and also found his testimony “not to be trusted”, how can shareholders and this board trust him to execute the strategy of our company? Based on the above facts, and after researching Mr. deSouza’s actions over the past years, including the fact that he destroyed $50 billion of shareholder value, and speaking with numerous individuals and shareholders, we
believe it is unconscionable that the board of directors still entrusts him with running our potentially great company.
Sincerely yours, Carl C. Icahn
Source:
https://www.sec.gov/Archives/edgar/data/921669/000153949723000560/n2779_x116-dfan14a.htm