- Written communication relating to an issuer or third party (SC TO-C)
September 17 2012 - 5:14PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE
SECURITIES EXCHANGE ACT OF 1934
(Name of Subject Company (Issuer))
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BETA ACQUISITION CORPORATION
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(Offeror)
A Wholly-Owned Subsidiary of
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(Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))
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COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class Of Securities)
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20454K 10 4
(CUSIP Number of Class of Securities)
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Wang Jun
Chief Executive Officer
BGI-SHENZHEN
11F-3, Main Building, Bei Shan Industrial Zone,
Yantian District, Shenzhen, China 518083
011-86-755-2527-3620
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing
persons)
Copies to:
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Paul Scrivano, Esq.
OMelveny & Myers LLP
Two Embarcadero Center, 28
th
Floor
San Francisco, CA 94111
(415) 984-8701
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Wendy Pan, Esq.
OMelveny & Myers LLP
Plaza 66, Tower 1, 37th Floor
1266 Nanjing Road West
Shanghai
200040
86-21-2307-7300
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CALCULATION OF FILING FEE
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Transaction Valuation(1)
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Amount Of Filing Fee(2)
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N/A
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N/A
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¨
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify
the previous filing by registration statement number, or the form or schedule and the date of its filing.
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Amount Previously Paid: N/A
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Filing Party: N/A
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Form of Registration No.: N/A
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Date Filed: N/A
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x
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the
statement relates:
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x
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Third-party tender offer subject to Rule 14d-1.
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¨
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Issuer tender offer subject to Rule 13e-4.
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¨
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Going-private transaction subject to Rule 13e-3.
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¨
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Amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer.
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If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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¨
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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This filing relates solely to preliminary communications made before the commencement of a
planned tender offer by Beta Acquisition Corporation (Purchaser), a wholly-owned subsidiary of BGI-Shenzhen (Parent), for all of the outstanding common stock of Complete Genomics, Inc. (the Company), to be
commenced pursuant to the Agreement and Plan of Merger, dated September 15, 2012, among Parent, Purchaser and the Company.
The exhibit is neither an offer to purchase nor solicitation of an offer to sell securities. The tender offer for the outstanding shares
of the Companys common stock described in this filing has not commenced. At the time the offer is commenced, Purchaser will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the SEC), and the
Company will file a solicitation/recommendation statement on Schedule 14D-9, with respect to the offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the
solicitation/recommendation statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to the Companys stockholders at no
expense to them. In addition, all of those materials (and all other offer documents filed with the SEC) will be available at no charge on the SECs website: www.sec.gov.
EXHIBIT INDEX
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Exhibit
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Description
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99.1
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Press Release dated September 17, 2012
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2
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