SHENZHEN, China, 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 $3.15 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.
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 the 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, including the parties'
abilities to satisfy the conditions to the consummation of the
proposed acquisition; the possibility of any termination of the
merger agreement; the timing of the tender offer and the subsequent
merger; uncertainties as to how many of Complete's stockholders
will tender their shares of common stock in the tender offer; the
possibility that various other conditions to the consummation of
the tender offer or the subsequent 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 SEC from time to time, including Complete's
most recent Annual Report on Form 10-K for the year ended
December 31, 2012, 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 will file a tender offer statement with the
Securities and Exchange Commission, and will mail an offer to
purchase, forms of letter or transmittal and related documents to
Complete's stockholders. Complete will file with the Securities and
Exchange Commission, and will mail to Complete's stockholders a
solicitation/recommendation statement on Schedule 14D-9. These
documents contain important information about the tender offer and
stockholders of Complete are urged to read them carefully when they
become available.
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 the Company 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 the Company's
Investor Relations page on its corporate website at
www.completegenomics.com.
CONTACT: MEDIA CONTACTS
For BGI-Shenzhen:
In the U.S.
Jason Golz
Brunswick Group
Tel: (415) 671-7676
jgolz@brunswickgroup.com
In China
Elizabeth Liang
Brunswick Group
Tel: +852 3512 5058
eliang@brunswickgroup.com
SOURCE BGI-Shenzhen