2013年3月15日 华大基因完成收购Complete Genomics
 

合并后公司将专注高通量和精准的人类基因测序研究并加速基因诊疗的推广

　　
　　中国深圳和美国加州山景城，2013年3月18日—国际领先基因科技机构深圳华大基因（华大基因）今日宣布通过其全资子公司Beta Acquisition Corporation，已经成功完成对人类全基因组精准测序的创新领导者Complete Genomics（前纳斯达克代码：GNOM）的收购。

　　华大基因以现金收购要约形式按每股3.15美元购得Complete公司所有流通股股权，并在2013年3月18日完成简化式兼并。

　　Complete将作为华大基因的全资子公司进行运营，同时在多种平台上提供丰富的基因组学研究技术。Clifford Reid博士将继续担任Complete的首席执行官。公司将不再使用股票代码：GNOM。

　　华大基因的CEO王俊博士表示，“我们很高兴与Complete强强联手，我们非常看重Complete科研人才的价值和其所做的工作。我们的基因组研究将得益于Complete拥有的完整和精准的人类全基因组测序技术。我们期待双方共同协作来促进创新生物学研究、医疗保健和其他相关领域的不断进步。”

　　“Complete和华大基因拥有共同的愿景–我们都相信全基因组测序将为临床医药的发展带来革命性的变化，”Reid博士说道，“我希望在2020年之前，全世界的医生都能够根据每位病人特有的基因构成提供治疗建议和方案，并把它列为常规的诊疗程序。”

顾问

　　华大基因的交易顾问由花旗集团担任，法律顾问为美迈斯律师事务所 （O’Melveny & Myers LLP）。Complete的交易顾问为投资银行杰富瑞（Jefferies & Company）， 法律顾问由美国瑞生律师事务所（ Latham & Watkins） 担任。

关于Complete

　　Complete通过其领先的测序服务的模式，提供了现今最精确的人类全基因组学技术。Complete拥有易用、高效的先进的信息及分析系统，它为更好地了解疾病的预防、诊断和治疗提供了所必须的基因信息。如需了解更多关于Complete的信息，请访问http://www.completegenomics.com。

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 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 the 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 risk that Complete’s business will not be successfully integrated with BGI’s business; 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. 

媒体垂询

美国：
Jason Golz
博然思维集团
Tel: (415) 671-7676
jgolz@brunswickgroup.com

中国：
梁悦汶
博然思维集团
Tel: +852 3512 5000 
eliang@brunswickgroup.com

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.

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