Illumina Inc., which makes instruments for genetic analysis, said Tuesday that a third shareholder advisory firm has recommended shareholders vote against Roche Holding AG's offer to buy the company.
Glass, Lewis & Co. said Roche is simply pushing to complete a transaction on its terms regardless whether they reflect Illumina's value or the board's ability to carry out a stand-alone business plan.
The other two big independent proxy advisory firms, Institutional Shareholder Services Inc. and Egan-Jones Ratings Co., also sided with Illumina's board last week.
Roche went public in January with an offer to buy Illumina for $5.7 billion, or $44.50 per share. Illumina said that price was too low, and Roche responded in late March by raising its offer to $51 per share.
Illumina, which is based in San Diego, said the new offer remains insufficient and accused Roche of trying to take advantage of a decline in the company's share price in late 2010. The proxy advisers agreed.
"We find no cause for shareholders to support Roche's candidates, nor do we find any reason for shareholders to accept such an expeditious engagement as appropriate in the context of multi-year lows in share price and valuation for Illumina," Glass Lewis said in its report completed Monday.
Illumina CEO Jay Flatley said he was confident that shareholders will reject Roche's "hostile and opportunistic efforts to acquire Illumina at a grossly inadequate price."
Illumina's annual meeting is April 18. Its shares fell 47 cents to $52.15 by early afternoon.