BGI-Shenzhen Successfully Completes Tender Offer For Complete Genomics, Inc.
SHENZHEN, China, March 15, 2013 /PRNewswire/ -- BGI-Shenzhen ("BGI") announced today that it, through its wholly-owned subsidiary Beta Acquisition Corporation, has successfully completed its all cash tender offer (the "Offer") to purchase all outstanding shares of common stock of Complete Genomics, Inc. (NASDAQ: GNOM) ("Complete"). The Offer expired at 11:59 p.m. (New York City time) on Thursday, March 14, 2013. The Depositary for the Offer has indicated that, as of the expiration of the Offer, approximately 31,403,880 shares, or approximately 88%, of the common stock of Complete were validly tendered in and not withdrawn from the Offer, including shares of common stock of Complete subject to guaranteed delivery procedures. Beta Acquisition Corporation accepted all such validly tendered shares and payment for such shares will be made promptly in accordance with the terms of the Offer.
Beta Acquisition Corporation intends to exercise its "top-up" option and thereafter will own sufficient common stock of Complete necessary to effect a "short-form" merger under Delaware law, pursuant to which Complete will become a wholly-owned subsidiary of BGI, without the need for a meeting of Complete shareholders. In connection with the short-form merger, each outstanding share of Complete common stock will be converted into the right to receive $3.15 per share, the same price per share paid in the tender offer. Upon completion of the merger, Complete's shares will cease to be traded on the NASDAQ Global Market. BGI's financial advisor is Citi, and its legal counsel is O'Melveny & Myers LLP. Complete's financial adviser is Jefferies & Company, and its legal counsel is Latham & Watkins LLP.
Certain statements either contained in or incorporated by reference into this document are forward-looking statements that involve risks and uncertainty. Future events regarding the proposed transactions and both BGI's and Complete's actual results could differ materially from the forward-looking statements. Factors that might cause such a difference include, but are not limited to, statements regarding the combined companies' plans following, and the expected completion of, the proposed acquisition. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements and generally include statements that are predictive in nature and depend upon or refer to future events or conditions. Risks and uncertainties include the ability of BGI and Complete to complete the transactions contemplated by the merger agreement; the possibility of any termination of the merger agreement; the timing of the contemplated merger; the possibility that various other conditions to the consummation of the contemplated merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the acquisition; other uncertainties pertaining to the business of Complete or BGI; legislative and regulatory activity and oversight; the continuing global economic uncertainty and other risks detailed in Complete's public filings with the Securities and Exchange Commission (the "SEC") from time to time, including Complete's most recent Annual Report on Form 10-K for the year ended December 31, 2011, Quarterly Reports on Form 10-Q and its subsequently filed SEC reports, each as filed with the SEC, which contains and identifies important factors that could cause actual results to differ materially from those contained in the forward-looking statements. The reader is cautioned not to unduly rely on these forward-looking statements. Each of Complete and BGI expressly disclaims any intent or obligation to update or revise publicly these forward-looking statements except as required by law.
This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of Complete. BGI and Beta Acquisition Corporation filed a tender offer statement with the SEC on September 25, 2012, and mailed an offer to purchase, forms of letter of transmittal and related documents to Complete's stockholders. Complete filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC on September 25, 2012, and mailed the Schedule 14D-9 to Complete's stockholders. These documents, as they may be amended from time to time, contain important information about the Offer, and stockholders of Complete are urged to read them carefully.
Investors may obtain a free copy of these documents and other relevant documents filed with the SEC through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of these materials filed by Complete by contacting Investor Relations by telephone at (650) 943-2788, by mail at Complete Genomics, Inc., Investor Relations, 2071 Stierlin Court, Mountain View, California 94043, or by going to Complete's Investor Relations page on its corporate website at www.completegenomics.com.
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