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Subsequent Event
9 Months Ended
Sep. 30, 2018
Subsequent Event [Abstract]  
Subsequent Event



NOTE 8. SUBSEQUENT EVENT



Proposed Merger with Illumina, Inc.



On November 1, 2018, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) among Illumina, Inc. (“Illumina”), FC Ops Corp. (“Merger Subsidiary”), and the Company. Pursuant to the Merger Agreement, Merger Subsidiary will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving company in the Merger and as a wholly owned subsidiary of Illumina. As a result of the Merger, Pacific Biosciences will cease to be a publicly traded company.



Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, (a) each issued and outstanding share of Company common stock (other than shares (i) owned or held in treasury by the Company or owned by Illumina or Merger Subsidiary, (ii) held by any subsidiary of the Company or Illumina (other than Merger Subsidiary) or (iii) held by stockholders who have properly exercised and perfected appraisal rights under Delaware law), and (b) each outstanding share of Company restricted stock, will be cancelled and automatically converted into the right to receive $8.00 in cash, without interest (the “Merger Consideration”). In addition, subject to certain exceptions, each share of Company common stock underlying restricted stock units and stock options (whether vested or unvested) will be converted into the right to receive the Merger Consideration (or, in the case of a stock option, the spread between the Merger Consideration and the applicable exercise price), without interest. For additional information regarding the Merger, please refer to the Merger Agreement, which was filed with the Securities and Exchange Commission on November 5, 2018 as an exhibit to a Current Report on Form 8-K.



Consummation of the Merger is subject to certain conditions, including the receipt of the necessary approval from the Company’s stockholders and other customary closing conditions. The parties currently expect to close the Merger in mid-2019. The Merger Agreement further provides that, upon termination of the Merger Agreement under certain specified circumstances, the Company will be obligated to pay Illumina a termination fee of $43.0 million.



Payment to Chief Financial Officer and Chief Executive Officer



The Board approved a cash bonus of $617,500 to Susan Barnes and $1,030,000 to Michael Hunkapiller, as compensation for their services as our Chief Financial Officer and Chief Executive Officer, respectively.  Ms. Barnes and Dr. Hunkapiller had previously received $1 per year as cash compensation for their services and the bonuses are intended to recognize their commitment to the best interests of the Company and to appropriately compensate them for their services.  Dr. Hunkapiller is also a member and chairman of our Board.