Illumina’s Deal with Icahn Group Requires No Payments, Awaits Court Decision
Key Facts
Illumina disclosed an agreement to settle a shareholder lawsuit related to its acquisition of GRAIL, with no money to be paid by any party, but the case’s closure remained subject to court approval. The company said in its disclosure that the agreement took effect on August 21, 2025, and provides for mutual releases between the company, the defendants and the plaintiffs associated with Carl Icahn. The court had scheduled a hearing on the motion to close the case for November 2, 2026, at 1:30 p.m. Eastern Time. The available disclosure does not establish that the court approved the motion at that hearing. The confirmed development, therefore, is a settlement agreement with no financial consideration, not a final judgment ending the dispute.
The lawsuit concerns Icahn Partners, Icahn Partners Master Fund and Matsumura Fishworks, according to the company’s notice to the court. Those plaintiffs filed a shareholder lawsuit in Delaware, accusing parties at the company of breaching fiduciary duties in connection with Illumina’s acquisition of GRAIL. The agreement proposes dismissing the lawsuit with prejudice as to the three plaintiffs alone, while preserving any other Illumina shareholder’s right to bring a lawsuit. This limited scope means the settlement does not represent a general waiver of claims by all shareholders. The disclosure also describes the proceeding as a shareholder lawsuit, not as a settlement of a proxy fight.
Illumina said its aim in settling was to avoid “the additional burden and expense of litigation and the uncertainty associated with it.” The agreement involves no payments by any party, according to the disclosure, and also provides for mutual releases. The defendants, in turn, expressly denied any wrongdoing, violation or liability. The parties told the court on April 11, 2025, that they had reached a settlement in principle involving a release of claims without financial consideration. They then submitted an agreement and proposed order to close the case on September 19, 2025, but the company said in its annual disclosure that the court had not approved it at that time.
The court previously held a telephone conference with the parties on November 3, 2025, then asked them to provide additional legal authorities supporting dismissal, according to Illumina’s annual disclosure. This indicates that the agreement alone was not sufficient to end the court proceeding and that the court needed to consider the legal basis for the motion. In an August 2026 notice, the company said a hearing on the proposed dismissal would take place on November 2, 2026, at 1:30 p.m. Eastern Time. The disclosure does not report the outcome of that hearing. The company also said the proposed dismissal does not affect three related derivative lawsuits that remain pending in the Delaware Court of Chancery.
The broader background lies in the separate regulatory path for the GRAIL deal. After the Fifth Circuit Court of Appeals issued its decision on December 15, 2023, Illumina announced its intention to divest the company and said it would not pursue further appeals. The company then set a target of completing the divestiture terms by the end of the second quarter of 2024, through a sale to a third party or a capital markets transaction. On June 24, 2024, it announced that it had completed GRAIL’s separation, saying the company had become public and independent. This regulatory and commercial path is separate from Icahn’s lawsuit concerning the duties of the board and its officers, and the motion to dismiss that lawsuit does not affect the three other derivative lawsuits.
Illumina shares, listed under the ticker ILMN, closed at $226.58 in the November 2, 2026, session, according to EL7 data. The data provided do not include the session’s opening price or its high and low, so the trading snapshot here is limited to the closing price. The close came on the day the court was scheduled to consider the motion to dismiss the lawsuit, but the available information does not establish whether the share price moved in response to a court decision. The procedural issue identified in the company’s disclosure remains court approval of the proposed dismissal. The disclosure said the three derivative lawsuits are outside the scope of that dismissal.