01—Abstract
Summary
Summary of the 8-K/A filed June 6, 2024. Cited figures are marked; the original filing is the authoritative source.
Illumina, Inc. (ILMN) filed this Form 8-K/A to clarify trading dates tied to the previously announced separation of GRAIL, LLC.
Illumina's board approved a spin-off in which Illumina will distribute at least 85.5%a of GRAIL's common stock to Illumina shareholders as a pro rata dividend. The Distribution is expected to be effective at 12:01 A.M. New York City time on June 24, 2024 (the Distribution Date).
The filing sets out the trading mechanics around the Distribution. Beginning on or about June 12, 2024, GRAIL common stock is expected to trade on a when-issued basis on Nasdaq under the ticker "GRALV" through the Distribution Date. GRAIL is expected to begin regular-way trading under "GRAL" on Tuesday, June 25, 2024, the first trading day after the Distribution Date.
During the same period, Illumina common stock will trade in two markets. Shares trading regular way under "ILMN" will carry an entitlement to the GRAIL shares being distributed, while shares trading ex-distribution under "ILMNV" will not. From June 25, 2024, the two-market structure ends and Illumina continues to trade as "ILMN".
02—Key points
Key Highlights
- Board approved the spin-off of GRAIL, LLC, with Illumina distributing at least 85.5% of GRAIL common stock to Illumina shareholders as a pro rata dividend
- Distribution Date expected to be effective at 12:01 A.M. New York City time on June 24, 2024
- GRAIL common stock expected to trade on a when-issued basis on Nasdaq under "GRALV" beginning on or about June 12, 2024
- GRAIL expected to begin regular-way trading under "GRAL" on Tuesday, June 25, 2024
- Illumina stock to trade in two markets from about June 12, 2024 through the Distribution Date: "ILMN" (with GRAIL entitlement) and "ILMNV" (ex-distribution)
- On June 25, 2024, the two-market structure ends and Illumina continues trading as "ILMN"
- This Form 8-K/A clarifies trading dates previously included in the original Form 8-K filed June 3, 2024
03—Questions
Frequently Asked Questions
What is the Distribution and when is it effective?
Illumina will distribute at least 85.5% of the common stock of GRAIL, LLC to Illumina shareholders as a pro rata dividend. The Distribution is expected to be effective at 12:01 A.M. New York City time on June 24, 2024.
What ticker symbols will GRAIL use around the Distribution?
GRAIL common stock is expected to trade on a when-issued basis under "GRALV" from on or about June 12, 2024 through the Distribution Date. It is expected to begin regular-way trading under "GRAL" on June 25, 2024.
How will Illumina shares trade during the transition period?
From on or about June 12, 2024 through the Distribution Date, Illumina common stock will trade in two markets. "ILMN" shares trade regular way with an entitlement to the GRAIL shares, and "ILMNV" shares trade ex-distribution without that entitlement. Starting June 25, 2024, Illumina trades only as "ILMN".
Why was this Form 8-K/A filed?
The filing amends the original Form 8-K filed June 3, 2024, which announced the board's approval of the spin-off and included anticipated trading dates. This filing clarifies those dates.
04—Continue