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tendered in and not withdrawn from the Offer, including shares of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.
FORWARD-LOOKING STATEMENTS
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.
ADDITIONAL INFORMATION
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.
MEDIA INQUIRIES
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 3512-5000
eliang@brunswickgroup.com
SOURCE BGI-Shenzhen