Sept. 25, 2012
/PRNewswire/ -- BGI-Shenzhen ("BGI") is commencing today, through its wholly owned subsidiary Beta Acquisition Corporation, a cash tender offer to purchase all outstanding shares of common stock of Complete Genomics, Inc. (NASDAQ: GNOM) ("Complete"). BGI reported earlier this month its intent to acquire Complete.
Upon the successful closing of the tender offer, stockholders of Complete will receive
in cash for each share of Complete's common stock tendered in the offer, less any required withholding taxes and without interest. Following the purchase of shares in the tender offer, Complete will become a subsidiary of BGI.
BGI will file today with the Securities and Exchange Commission a tender offer statement on Schedule TO that provides the terms of the tender offer. Complete will file today with the SEC a solicitation/recommendation statement on Schedule 14D-9 that includes the recommendation of Complete's board of directors that Complete's stockholders accept the tender offer and tender their shares to BGI. As previously announced, Complete's board of directors has unanimously concluded that the merger agreement and its related transactions (including the tender offer and the merger) are advisable, fair, and in the best interests of Complete and it stockholders.
The tender offer will expire at 12:00 midnight (
New York City
time) on Tuesday, October 23, 2012, unless extended in accordance with the merger agreement and the applicable rules and regulations of the SEC. The offer will be subject to customary conditions, including customary regulatory clearances and the acquisition by BGI of a majority of Complete's shares on a fully diluted basis.
Innisfree M&A Incorporated is acting as information agent for BGI. Citi is serving as financial advisor for the transaction to BGI and O'Melveny & Myers LLP is acting as BGI's legal counsel. Complete is advised by Jefferies & Company and its legal counsel is Latham & Watkins LLP.