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BGI-Shenzhen Completes Tender Offer for Complete Genomics

NEW YORK (GenomeWeb News) – BGI-Shenzhen said today that it has completed its cash tender offer for Complete Genomics, setting the stage for the merger of the two firms to be finalized.

The offer, which has been delayed numerous times, expired at 11:59 EDT March 14. As of the expiration of the offer, the depositary for the offer indicated that 31.4 million shares, or 88 percent, of Complete's stock had been validly tendered and not withdrawn.

Beta Acquisition, a wholly owned subsidiary of BGI-Shenzhen created to carry out the $118 million acquisition of Complete, intends to exercise its "top-up" option and will own enough of Complete's stock to effect a short-form merger under Delaware law. As a result, Complete will become a wholly owned subsidiary of BGI without the need for a meeting of Complete's shareholders, BGI said.

Each outstanding share of Complete's stock will be converted into the right to receive $3.15 per share, the same price paid in the tender offer. Upon completion of the merger, Complete's shares will no longer trade on the Nasdaq.

BGI's buy of Complete was announced in September and followed Complete Genomics' review of its business options, a process that included 55 layoffs. The company was founded in 2005 and provides whole human genome sequencing services.

BGI was founded in 1999 and also provides next-generation sequencing services using multiple platforms.

Completion of the deal was delayed as the firms waited for approval by regulators in China. Earlier this week the last regulatory hurdle was cleared when the State Administration of Foreign Exchange of the People's Republic of China approved the purchase. Along the way, Illumina injected itself into the bidding process by making an unsolicited offer to Complete Genomics, but withdrew its bid after the BGI-Complete Genomics merger cleared the US Federal Trade Commission.