Complete Genomics, a Mountain View, Calif.-based provider of whole human genomic sequencing, and BGI-Shenzhen, an international genomics company based in Shenzhen, China, have entered into a definitive merger agreement.
A wholly-owned U.S. subsidiary of BGI will launch a tender offer to purchase all outstanding shares of common stock of Complete Genomics for $3.15 per share in cash, without interest. This price represents approximately a 54% premium to the $2.04 closing price per share of Complete Genomics common stock on June 4, 2012, the last trading day prior to the company’s announcement that it was undertaking an evaluation of strategic alternatives to secure the financial resources needed for continued commercialization of its technology.
Complete Genomics’ board of directors has unanimously recommended that stockholders accept the offer and tender their shares. Based on the number of fully diluted outstanding shares of Complete Genomics, the aggregate value of the transaction is approximately $117.6 million. In addition, Complete Genomics and an affiliate of BGI have entered into an agreement pursuant to which Complete Genomics will be provided with up to $30 million in bridge financing for its operations following the signing of the merger agreement.
"Complete [Genomics] has developed a proprietary whole human genome sequencing technology that, together with other sequencing platforms used by BGI, will fit well with our research and business requirements and position Complete to become an even more successful global innovator,” said Wang Jun, CEO of BGI.
The combination of the two companies is expected to bring together complementary scientific and technological expertise and R&D capabilities. Complete Genomics will continue to be operated as a separate company, maintaining its California headquarters and operations.
"With the assistance of our advisors, we engaged in a thorough review of a broad set of possible alternatives for the company, and we believe the transaction with BGI represents the best outcome for our stockholders, offering them liquidity and a premium value," said Clifford Reid, chairman and CEO of Complete Genomics. "In addition, it offers a great outcome for our customers, present and future. The combination of the companies' resources provides an opportunity to accelerate our vision of providing researchers and physicians with the genomic information needed to prevent, diagnose, and treat cancers and other genetic diseases."
Citi is serving as financial advisor for the transaction to BGI and O'Melveny & Myers is acting as BGI's legal counsel. Complete is advised by Jefferies & Company and its legal counsel is Latham & Watkins.