SC 14D9/A 1 d445075dsc14d9a.htm AMENDMENT NO. 10 TO SCHEDULE 14D-9 Amendment No. 10 to Schedule 14D-9





Washington, D.C. 20549




(Amendment No. 10)

Solicitation/Recommendation Statement

under Section 14(d)(4) of the Securities Exchange Act of 1934



Complete Genomics, Inc.

(Name of Subject Company)

Complete Genomics, Inc.

(Names of Person(s) Filing Statement)



Common Stock, $0.001 par value per share

(Title of Class of Securities)


(CUSIP Number of Class of Securities)



A. W. Homan

Senior Vice President, General Counsel and Secretary

Complete Genomics, Inc.

2071 Stierlin Court

Mountain View, California 94043

(650) 943-2800

(Name, address and telephone numbers of person authorized to receive

notices and communications on behalf of the persons filing statement)



with copies to:

Alan C. Mendelson

Latham & Watkins LLP

140 Scott Drive

Menlo Park, CA 94025

(650) 328-4600




¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.




This Amendment No. 10 (the “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 of Complete Genomics, Inc. (“Complete” or the “Company”) filed with the Securities and Exchange Commission (the “SEC”) on September 25, 2012 and amended on September 27, 2012, October 2, 2012, October 5, 2012, October 22, 2012, November 2, 2012, November 13, 2012, November 15, 2012, November 20, 2012 and November 26, 2012 (as amended, the “Schedule 14D-9”). The Schedule 14D-9 relates to the tender offer by Beta Acquisition Corporation, a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of BGI-Shenzhen, a company organized under the laws of the People’s Republic of China (“Parent” or “BGI”), to purchase all of the outstanding common stock, par value $0.001 per share, of Complete (the “Shares”), at a price of $3.15 per Share, net to seller in cash, without interest and less any applicable withholding taxes, upon the terms and conditions set forth in the Offer to Purchase dated September 25, 2012 (the “Offer to Purchase”) and the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitute the “Offer”). The Offer is described in a Tender Offer Statement on Schedule TO filed by Parent and Purchaser with the SEC on September 25, 2012. The Offer to Purchase and the Letter of Transmittal were filed with the Schedule 14D-9 as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Schedule 14D-9. This Amendment is being filed to reflect certain updates as reflected below.


Item 8. Additional Information.

Item 8 of the Schedule 14D-9 is hereby amended and supplemented to add to the end of the Section entitled “Subsequent Events” the following:

On the afternoon of November 26, the Company Board held a special meeting. The Company Board received a report on the November 20, 2012 letter from Illumina and the proposed draft transaction agreements delivered by Illumina pursuant to that letter. After carefully and thoroughly reviewing Illumina’s letter and draft transaction agreements with the benefit of advice from the Company’s financial and legal advisors, the Company Board again unanimously concluded that Illumina’s proposal remained inadequate, remained not in the best interests of the Company’s stockholders, and continued to not constitute a Superior Proposal, as defined in the Merger Agreement because, as discussed above, there is a substantial likelihood that a proposed transaction between the Company and Illumina would fail to receive antitrust clearance and is not reasonably capable of being consummated.

At the direction of the Company Board, on November 26, 2012, Dr. Reid submitted to the CEO of Illumina a letter communicating the Company Board’s conclusion that Illumina’s proposal did not constitute a Superior Proposal, as defined in the Merger Agreement.




After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.



/s/ A. W. Homan

Name:   A. W. Homan
Title:   Senior Vice President, General Counsel and Secretary

Dated: November 27, 2012