Opti Mist
12年前
BGI-Shenzhen Completes Acquisition of Complete Genomics
By PR Newswire, March 18, 2013, 02:19:00 PM EDT Vote up loading
Combined Company to Focus on High Volume, Accurate Human Genomic Sequencing and Accelerating the Spread of Genomic Medicine
SHENZHEN, China and MOUNTAIN VIEW, Calif., March 18, 2013 /PRNewswire/ -- BGI-Shenzhen ("BGI"), a leading international genomics organization based in Shenzhen, China, today announced that through its wholly-owned subsidiary, Beta Acquisition Corporation, it has successfully completed the acquisition of Complete Genomics, Inc. (formerly NASDAQ:GNOM) ("Complete"), an innovative leader in accurate whole human genomic sequencing.
BGI accomplished the acquisition through a cash tender offer to purchase all of Complete's outstanding shares of common stock for $3.15 per share, followed by a short-form merger effective March 18, 2013.
BGI will operate Complete as a separate wholly-owned subsidiary and offer a broad array of genomic research technology across a variety of platforms. Dr. Clifford Reid will remain as CEO of Complete. The company has retired its ticker symbol, GNOM.[color=red][/color]
"We are delighted to now join forces with Complete," said Dr. Wang Jun, CEO of BGI. "We greatly value the employees and the work of Complete, which will benefit our genomic research by its complete and accurate whole human genome sequencing technology. We look forward to working together to support the advancement of innovative biotechnology, healthcare and other related fields."
"Complete and BGI share a vision of how whole genome sequencing can revolutionize clinical medicine," Dr. Reid said. "Before the end of this decade, I expect people around the world to routinely receive medical advice and treatment based on their own unique genetic makeup."
Advisors
Citi served as financial advisor for the transaction to BGI and O'Melveny & Myers LLP was BGI's legal counsel. Complete was advised by Jefferies & Company, Inc. and its legal counsel Latham & Watkins LLP.
About BGI
BGI includes both private non-profit genomic research institutes and sequencing application commercial units that provide comprehensive sequencing and bioinformatics services for medical, agricultural and environmental applications. Our commercial activities help our customers achieve their research goals by delivering rapid, high-quality results using a broad array of cost-effective, cutting-edge technologies. Our customers also benefit from our scientific expertise and research experience that have generated over 250 publications in top-tier journals such as Nature and Science. BGI is recognized globally as an innovator for conducting international collaborative projects with leading research institutions to better mankind and our world. Additional information about BGI and its U.S. subsidiary, BGI Americas, can be found at www.genomics.cn/en and www.bgiamericas.com.
About Complete
Through its pioneering sequencing-as-a-service model, Complete provides the most accurate whole human genome sequencing available today. The ease of use and power of Complete's advanced informatics and analysis systems provide genomic information needed to better understand the prevention, diagnosis, and treatment of diseases. Additional information can be found at http://www.completegenomics.com.
Read more: http://www.nasdaq.com/article/bgi-shenzhen-completes-acquisition-of-complete-genomics-20130318-01019#ixzz2NyrAcmaG
Opti Mist
12年前
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BGI-Shenzhen Successfully Completes Tender Offer For Complete Genomics, Inc.
PR NewswirePress Release: BGI-Shenzhen – 32 minutes ago...
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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. (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.
Opti Mist
12年前
BGI-Shenzhen and Complete Genomics, Inc. Receive CFIUS Clearance for BGI-Shenzhen's Proposed Acquisition of Complete Genomics, Inc.
Press Release: BGI-Shenzhen – 13 hours ago.. .
.http://finance.yahoo.com/news/bgi-shenzhen-complete-genomics-inc-022800420.html
SHENZHEN, China and MOUNTAIN VIEW, Calif., Dec. 28, 2012 /PRNewswire/ -- BGI-Shenzhen ("BGI") and Complete Genomics, Inc. (GNOM) ("Complete") announced today that they have obtained clearance from the Committee on Foreign Investment in the United States ("CFIUS") regarding BGI's proposed acquisition of Complete pursuant to the previously announced Agreement and Plan of Merger, dated as of September 15, 2012, among BGI, Beta Acquisition Corporation and Complete.
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.
Stockholders with questions about the Offer or who need assistance with tendering their shares of common stock of Complete, may call the Information Agent, Innisfree M&A Incorporated, toll-free, at (888) 750-5834.
Opti Mist
12年前
http://finance.yahoo.com/news/u-sees-coordinated-foreign-strategy-194131864.html
U.S. sees "coordinated" foreign strategy to acquire U.S. technology
WASHINGTON (Reuters) - The U.S. intelligence community is warning that "one or more foreign governments" appear to have a "coordinated strategy" to acquire valuable American technology by buying U.S. firms, a U.S. government body said in an annual report.
The finding was mentioned in the public version of an annual report to Congress by the Committee on Foreign Investment in the United States, an interagency body that reviews foreign investment for potential national security concerns.
One investment now before the committee is Chinese state-owned CNOOC's purchase of Canadian energy producer Nexen Inc. Ottawa has approved the deal, but CFIUS is reviewing whether to allow CNOOC to acquire Nexen's oilfields in the Gulf of Mexico.
The report, issued on Thursday, said the U.S. intelligence community "judges with moderate confidence that there is likely a coordinated strategy among one or more foreign governments or companies to acquire U.S. companies involved in research, development, or production of critical technologies for which the United States is a leading producer."
The public version did not identify any particular country but said information supporting the intelligence community's assessment was provided in the classified version of the report that was sent to Congress.
U.S. government officials have publicly complained about Chinese government policies that pressure American companies to transfer valuable technologies to do business in China.
That issue was on the agenda for high-level U.S.-China talks this week in Washington, with the United States welcoming a new Chinese pledge not to make technology transfer a condition for market access.
The U.S. business community has also complained about growing theft of U.S. trade secrets by Chinese companies, often by means of sophisticated cyberattacks.
The United States and China also agreed this week to hold technical talks next year on cybersecurity.
Last month, the U.S.-China Economic and Security Review Commission urged Congress to conduct an in-depth assessment of Chinese cyberspying and consider imposing tougher penalties on companies that benefit from industrial espionage.
The advisory panel, created by the U.S. Congress, also urged tougher U.S. scrutiny of all Chinese investment by state-owned enterprises.
"China is engaged in a state-directed coordinated strategy to acquire critical U.S. assets important to our economic and national security," commission member Michael Wessel told Reuters on Friday, saying he was reflecting his own views.
"Just in the last few weeks, we have seen an accelerated buying spree by Chinese companies with ties to the state," Wessel said, referring to a bid by BGI-Shenzhen to buy U.S. life sciences company Complete Genomics and investments made by Chinese petroleum company Sinopec in Wyoming.
(Reporting By Doug Palmer; Editing by Neil Stempleman)
Opti Mist
12年前
Illumina Stock Falls As Analyst Warns Of Competition
By Amy Reeves, Investor's Business Daily
Gene-analysis giant Illumina's (ILMN) shares were down 3% in afternoon trading Monday after an analyst downgraded the stock, but they had been down 7% early in the day.
Robert W. Baird analyst Jeffrey Elliott wrote that the stock's valuation, which hit an eight-month high on Friday, was driven by rumors that Roche (RHHBY) might make another bid for Illumina, which it attempted to take over for $8.7 billion earlier this year. But Elliott noted new competitive threats from Life Technologies (LIFE) and Oxford Nanopore, and noted possible complications in Illumina's relationship with its largest customer, BGI, as they're both bidding to buy Complete Genomics (GNOM). Even if Illumina wins, the merger "would raise integration risk and require sizable investment, in our view," Elliott wrote.
Illumina's stock has been through some wild ups and downs in the last 18 months, but has regained a highest-possible IBD Composite Rating of 99 since its last quarterly report on Oct. 23. That quarter, double-digit profit and sales growth resumed after four flat quarters in a row, and analysts expect EPS growth in the teens through next year.
Read More At IBD: http://news.investors.com/technology/112612-634614-illumina-shares-fall-from-high.htm#ixzz2DOGC8N37
Opti Mist
12年前
Illumina Sends Letter to Complete Genomics Board, Expecting No Antitrust Issues with Bid
8:59a ET November 21, 2012 (Benzinga) November 20, 2012
Board of Directors
Complete Genomics, Inc.
2071 Stierlin Court
Mountain View, CA 94043
Gentlemen:
I was disappointed to learn that the Board of Directors of Complete Genomics, Inc. summarily rejected Illumina, Inc.'s proposal to enter into a business combination transaction in which Illumina would acquire Complete Genomics, Inc. at a price of $3.30 in cash for each outstanding share. We believe, and think that Complete Genomics shareholders would agree, that our Proposal is superior to the proposed acquisition by BGI Shenzen for $3.15 per share. The price per share offered under our Proposal represents a premium of 5% to the BGI proposal. Our Proposal is not subject to any additional due diligence, and unlike the proposed BGI transaction is not contingent on financing or CFIUS approval. With respect to antitrust approvals, we are confident that our proposed transaction would be approved, and raises fewer regulatory concerns than the proposed BGI transaction. In light of that, we cannot comprehend how your Board of Directors could rationally come to the conclusion that our Proposal is not superior to BGI's proposal, or how rejection of our Proposal without discussion could satisfy your Board's obligation to the shareholders of Complete Genomics.
Your agreement with BGI allows Complete Genomics to engage in transaction discussions with others if your Board of Directors determines that a third party proposal is, or could reasonably be expected to result in, a “Superior Proposal”; i.e., a proposal that is (1) more favorable to Complete Genomics shareholders from a financial point of view than the BGI proposal, and (2) reasonably capable of being consummated on the terms proposed. We believe that our proposal meets both criteria. In addition to providing demonstrably superior value, we believe our Proposal can be consummated on the terms proposed and, in fact, offers your shareholders greater closing certainty than BGI's proposal for the reasons discussed below.
BGI's proposal is subject to a number of conditions including, among other things, (1) receipt of financing, (2) approval of the Committee on Foreign Investment in the United States (“CFIUS”) under the Exon-Florio Act, and (3) expiration or termination of the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act. More than two months after having announced your proposed transaction with BGI, these conditions have not yet been satisfied. In fact, you recently received a “second request” from the FTC, indicating sufficient antitrust concerns to merit an investigation under the HSR. Furthermore, while you have made no disclosure of the status of your CFIUS filing, we believe that there are serious concerns raised by your proposed transaction with BGI that call into question whether that transaction can be completed. In contrast, our Proposal is not subject to any conditions relating to financing or CFIUS approval.
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National security, industrial policy, personal identifier information protection and other concerns raised in connection with an acquisition of Complete Genomics by a foreign state owned entity create meaningful uncertainty around a BGI acquisition, and represent a material risk for your shareholders. As you may be aware CFIUS reviews of transactions involving state owned entities have been problematic, and several transactions have been abandoned rather than be subjected to a Presidential order to unwind the transaction. Recently the President issued an order to unwind such a transaction in an industry far less sensitive than ours.
While expiration of the HSR waiting period is necessary in order to consummate our proposed transaction, we believe that our Proposal can be consummated under applicable antitrust laws, and that our combination raises fewer regulatory concerns than the BGI proposal. In light of that, your public statements characterizing Illumina's views on the antitrust aspects of the combination of our two companies - as well as comments attributed to our CEO and antitrust counsel - are inaccurate. Furthermore, your suggestion that BGI is better positioned to proliferate the technology in the marketplace, and therefore more pro-competitive, reflects a lack of understanding of Illumina's intentions and the competitive market dynamics.
As you know, the markets in which we operate are rapidly evolving and highly competitive, in significant part because of game-changing innovations by Illumina and Complete Genomics. The combination of our companies will accelerate the pace of such innovations and result in higher quality, more innovative products available at lower costs to consumers. This combination will also further stimulate global competition in sequencing services as well as in the emerging business of genome analysis and interpretation. We believe that more significant issues for consumers and the industry are raised by the combination of Complete Genomics with a state owned entity such as BGI that is primarily focused on sequencing services than by a primarily equipment-consumables company like Illumina.
Our Proposal has been approved by our Board of Directors and we are prepared to enter into an agreement on substantially the same terms as the agreement you entered into with BGI including the bridge financing. In this regard, we are providing you with a form of merger agreement and financing agreement that we are prepared to enter into subject to your compliance with your agreement with BGI. We have engaged Goldman, Sachs & Co. and Skadden, Arps, Slate, Meagher & Flom LLP as our financial and legal advisors, and are ready to meet with you at any time to discuss this Proposal in accordance with your agreement with BGI.
Again, I believe the combination of our two companies is a tremendous opportunity for our respective shareholders, customers, and employees. I sincerely hope that your Board and management will consider the best interests of these constituencies and seek to complete this transaction promptly.
Very truly yours,
/s/ Jay T. Flatley
Jay T. Flatley
President and Chief Executive Officer
Opti Mist
12年前
Illumina Says It Was Second Bidder for Complete Genomics
By Ryan Flinn - Nov 16, 2012 5:15 PM ET.
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Illumina Inc. (ILMN), the U.S. leader in genetic sequencing, said it had offered $3.30 a share to acquire rival Complete Genomics Inc. (GNOM), or 5 percent more than the bid from BGI-Shenzhen that was accepted by the company.
Complete Genomics considered Illumina’s offer “inadequate” because of the likelihood the deal wouldn’t receive clearance from antitrust regulators, the Mountain View, California-based company said today in a filing. The company named the bidder only as “Party H.”
BGI-Shenzhen, a Chinese operator of genome-sequencing centers, agreed to acquire Complete Genomics in September for $3.15 a share, or about $117.6 million, to expand in the U.S. market for medical and research DNA testing. The board of Complete Genomics has unanimously recommended that stockholders accept BGI’s offer.
Illumina, based in San Diego, said in a filing today that its offer was in cash and came without “any condition for further due diligence.”
To contact the reporter on this story: Ryan Flinn in San Francisco at rflinn@bloomberg.net
To contact the editor responsible for this story: Reg Gale at rgale5@bloomberg.net
RxJoshRx
12年前
No worries. I read the post on AONEQ and figured they would delete it quickly, which they did. I learned my lesson about being greedy very well with AONE, at the cost of $6,000+ swing. I knew I was gambling with it, but thought it would work out and was just being blind to the real facts. I think the shares will wind up worthless and thats why they were pushing the KEIP so much, especially wanting it with no cap.
Im out of it until I hear the stock will have some value, which I dont think will occur. Only play I may do on it is trade the 1030 or 230 dip if I want to gamble.
I havent looked into ENOL yet, but with the money I sold AONE for, I went on a limb and put 5K into VRNG at 3.20 (have a total of 2300 shares averaged in now at 3.15 or so). Up around 7% today and hoping with good news it will take care of all the AONE debt and a bit more....Hoping again....never a good strategy but you have to catch a break sometime right? haha
Opti Mist
12年前
I have questions back and forth with John Peterson on this issue. He says they own nothing.
I am trying to understand the following:
Reporting Person Number of Shares of Percentage of Number of
Common Stock Outstanding Shares Outstanding Shares
Beneficially of Common Stock2 of Common Stock3
Owned1,2
Wanxiang Group 34,839,097 9.99% 348,739,707
Wanxiang America 34,839,097 9.99% 348,739,707
Wanxiang Foundation 34,839,097 9.99% 348,739,707
Guanqiu Foundation 34,839,097 9.99% 348,739,707
Dr. Lu 34,839,097 9.99% 348,739,707
This is from
http://bit.ly/RAdlMf 13D&filingDate=10/...
Does this not give Wanxiang incentive to maintain share value.
John Petersen 53584
No it doesn't. The Form 13D/A Wanxiang filed with the SEC on October 15th is here.
http://1.usa.gov/WgHcfy
The SEC's beneficial ownership rules require a holder like Wanxaing to report both shares owned, and shares that can be acquired on the exercise of warrants and options.
When Wanxaing made the first bridge loan advances to A123, it got a bridge loan warrant that can be exercised to buy shares one of two ways. Wanxiang can either write a check for the exercise price, or exchange its secured debt for the exercise price. Neither event seems likely until the Bankruptcy is resolved because the secured creditor position is so much more advantageous than the stockholder position.
RxJoshRx
12年前
I like the private AONE board here as well. Pretty sure noone has been on this board in the past 2 months except us anyways.
There are 2 things that scare me about WAX:
1. If they do not get the bid then they have 80 million shares that would be getting dumped into the market, unless they would hold to try and get the higher PPS that may be offered. But if they would dump all those shares, this thing would go down next to nothing..
2. If they do win the bid for the company, since they own 80 million shares already, do you think they may just do the cancelation of the shares? Since they own so much, it would help them have a bigger say in the right for the takeover. I know they wouldnt pay themselves back for the shares they bought, and possibly not for any of the remaining shares.
One good thing I saw on that list, though, was it was WAX AMERICA and not the Chinese based WAX. Man its tanking right now....
RxJoshRx
12年前
Being new to investing on my own I have seen the downfalls of not fully understanding things and throwing money in at things blindly. Started to be able to see trends now and reading charts better, but have lost out not taking profits when I have been able to. Something I need to work on for sure. Also need to work on setting a stop loss on things as well. I Hate losing money more than anyone else, and looking at my P&L right now, Im holding several in red. The ones Ive sold since I started 6 months ago Im up pretty good, but the ones Im still curently holding onto, well those trump the profits thus far.
0.15 is about my breakeven point and anything above that is profit. Ive been in the green in this stock only about 3 or 4 times in the last 3 months, once in August after the buyout talks, didnt trade it, and then when we hit the 15-19s a couple days back- didnt trade them and was up 2k. I would love for it to hit in the mid 20s, 30s, but have no clue to what it will do, especially in AH. Im not sure why someone would come out with an article either putting a $1.50 price tag on AONE as many have posted about on the AONE board- doesnt make any since to me. I cant really see it being painted as a pump this late in the game. If the original offer of 450s by WAX would put a targe of 0.55 on the stock, then the 125 offer would be roughly around 0.152. But that does not include the assests of around 450 million, or if it stays in the US they may be able to keep the remaining DOE money, I think roughly around 120 million left or so. If someone just wanted to come in and buy this and then sell everything off they could make several million.
Who knows and now just feeling like Im rambling. Not selling today unles we hit 17s before market closes, and not seeing that in the works right now. I plan on buying more if it dips in the mid 13- but if that happens then it looks like there really isnt a whole lot of support until 10s or 11s.
What did you take out of post 9088 by daddy fat saxx:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=80896391
This thing could blow up if they each have to outbid one another by at least 10-15 million.
RxJoshRx
12年前
Buyouts
A buyout occurs when another company buys the bankruptcy business and absorbs it. The bankrupt owners are often glad to have a buyer, which allows acquiring corporations to negotiate for lower prices. After a buyout, stockholder position is determined largely by the actions of the buyer. Buyers may transfer stock in the old company into their own stock. The transfer rate may not be good--several shares of old stock may be traded in for the buyer's stock--but the stockholders have a small return. Other buyers may buy all stock of the old business for a fraction of its price.
Cancellation
In a worst-case scenario, the company's stock will be canceled. This can occur if a buyer does not want to deal with the old shares at all, or if the Chapter 11 was unsuccessful and the business cannot keep operation. Chapter 11 often leads to Chapter 7 bankruptcy and stock cancellation. In this case, stock continues to trade for a short time but is ultimately ended. Investors who cannot sell their shares lose their money.
Risk
Stockholders also lose when it comes to risk in a bankruptcy. For a Chapter 11, the court may require the business to pay back primary creditors. This will certainly happen if the business files Chapter 7. But stockholders do not benefit from this arrangement. First the business will pay off large lenders. This usually takes all the funds of a failing business. Next, if any funds are still available, the business will pay off bonds. Stocks come last, and although preferred stock is paid out before common stock, the business will rarely have any funds left to allow stockholders to recover their losses.
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So far from what Ive seen and read, it looks like AONE is doing what they can to dodge the bullets listed above- filing for Chpt 7; If Wax does win the bid for the company, I cant see them cancelling the common stock since they own so much already and with the court granting AONE to continue with opperations at the plants (giving paychecks, insurance still good) it seems to me that chapter 7 isnt being considered.
I held all my shares today and have been watching the L2 now for close to 6 hours. I actually wired in another 2K into my account if I felt it was a good time to "pull" the trigger and buy more. I think we may see a dip at 230, if the chart holds true to the past couple days, and then finish on a HOD in power hour. If we can break the 0.155s mark, we fly into the 16s and then on to the -18s it looks like. But who knows how many of the MMs will repost with a higher ASK then what the L2 is showing now.
Opti Mist
12年前
GNOM is so interesting, but very difficult to get a professional read on. Of the six million shares tendered, 80% are from the directors. Looks like the common man said no thanks. I will watch this closely to see if I should buy it back some day.
On AONE, I am not a daytrader, so no way will I try to sell and buy back. However, I do have too many shares (over 250,000), so I will start paring that down in 50,000 share increments. Looking to narrow my holdings sometime today or tomorrow, but also looking for volume over 100 million shares to make the sale certain at a reasonable price.
I would love to see some positive news. I also wish we could get a professional opinion on what exactly is happening with regard to the bankruptcy, the potential bidders, and the common stock.
Opti
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TaxiCaT
12年前
