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BGI-Shenzhen Begins Tender Offer to Acquire Complete Genomics, inc.



     BGI-Shenzhen Begins Tender Offer to Acquire Complete Genomics, inc.

PR Newswire

SHENZHEN, China, Sept. 25, 2012

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

Website: www.completegenomics.com
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