Illumina, Inc.

On August 10, 2023, after the market closed, Illumina revealed that the SEC was investigating the Company’s statements regarding its recent acquisition of GRAIL, Inc. (“GRAIL”), including “conduct and compensation of certain members of Illumina and GRAIL management.”

On this news, the Company’s stock price fell $4.64, or 2.5%, to close at $180.48 per share on August 11, 2023.

Then, on October 17, 2023, Carl Icahn (“Icahn”) filed a complaint against current and former directors of Illumina, alleging direct and derivative claims of breaches of fiduciary duty. The complaint was filed under seal, but according to Reuters, Icahn “told the 13D Monitor Active-Passive Investor Summit in New York on Tuesday that the lawsuit pertained to Illumina completing its acquisition of cancer diagnostic test maker Grail.”

On this news, the Company’s stock price fell $7.42, or 5.6%, to close at $124.45 per share on October 18, 2023.

The complaint filed in this class action alleges that throughout the Class Period, Defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts about the Company’s business, operations, and prospects. Specifically, Defendants failed to disclose to investors: (1) that certain of the Company’s insiders had personal financial motives for acquiring GRAIL; (2) that, contrary to Illumina’s attempts to discount Icahn’s criticism, Icahn had accurately concluded that insiders’ interests did not align with the Company’s best interests; and (3) that, as a result of the foregoing, Defendants’ positive statements about the Company’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis.