Offer To Purchase For Cash All Outstanding Shares of Common Stock of COMPLETE GENOMICS, INC. at $3.15 NET PER SHARE by BETA ACQUISITION CORPORATION a wholly- owned subsidiary of BGI-Shenzhen THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00...Offer to Purchase • September 25th, 2012 • Bgi-Shenzhen • Services-commercial physical & biological research
The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of September 15, 2012 (the “Merger Agreement”), by and among Parent, the Purchaser and the Company. The Offer is conditioned upon (i) the satisfaction of the Minimum Condition (as defined in Section 15 below), (ii) the satisfaction of the HSR Condition, (iii) the satisfaction of the CFIUS Condition, (iv) the approval of the Specified Governmental Entities, (v) the absence of a material adverse effect on the Company, and (vi) certain other customary conditions. The term “Minimum Condition” is defined in Section 15—“Conditions of the Offer” and generally requires that the number of outstanding Shares of the Company which have been validly tendered and not validly withdrawn prior to the expiration of the Offer, when added to any Shares already owned by Parent or the Purchaser, if any, or with respect to which Parent or the Purchaser otherwise has directly or indirectly, sole voting power, if any, represents at
