The SEC’s investigation into the $8 billion deal between Grail and Illumina is examining sales forecasts made by Grail’s management in the run-up to the 2021 transaction, according to sources familiar with the matter.
Last year, Illumina disclosed that the SEC was probing the “conduct and compensation” of certain members of the two companies’ management. But so far, neither company has shared any more details.
Endpoints News has learned that agency investigators have asked about whether forecasts by Grail’s management were too aggressive, and have asked about objections from inside the company by some employees who had reservations about the numbers.
The exact scope of the SEC’s investigation isn’t clear, and it’s always possible the agency might elect not to take any action, or could go in a different direction, depending on what it finds. The people who spoke to Endpoints did so on condition of anonymity because they weren’t authorized to speak publicly.
Illumina, Grail and the SEC all declined to comment.
In a best-case forecast laid out by Grail around the time of the deal announcement in 2020, the cancer testing firm projected that its sales could hit $24 billion by 2030.
Last year, Grail reported $93.1 million in revenue, or about one-fifth of the conservative scenario in that same 2020 forecast. Grail had originally anticipated full FDA approval by now, a key milestone to set up insurance and government coverage for its pioneering cancer test.
But in a May regulatory filing, Grail said its application for FDA approval could still be two years away.
In addition to the SEC’s interest, the public forecasts presented by Illumina and Grail ahead of the deal’s close have been the subject of shareholder lawsuits.
A group of German investors alleged in a June lawsuit against the companies and their board members that Illumina withheld less rosy financial projections because board members stood to profit from the deal.
“It was highly misleading for defendants to present these financial projections to investors to justify the more than $8 billion deal, while holding back the actual financial projections considered by Illumina’s board in April 2020, which were roughly one-quarter to one-half of those presented to investors,” the lawsuit states.
Illumina declined to comment on the allegations.
In June, Grail began trading as a separate company after being formally spun off from Illumina.
Editor’s note: This article was updated with information about the shareholder lawsuits