Investigation Overview
Sept. 18, 2012 (Shareholders Foundation) -- An investigation on behalf of investors in Complete Genomics, Inc. (NASDAQ:GNOM) shares was announced concerning whether the offer by BGI-Shenzhen to acquire Complete Genomics, Inc. for $3.15 per NASDAQ:GNOM share and the takeover process are unfair to investors in Complete Genomics shares.
The investigation by a law firm concerns whether certain officers and directors of the Complete Genomics, Inc. breached their fiduciary duties owed to NASDAQ:GNOM investors in connection with the proposed acquisition.
On Sept. 17, 2012, Complete Genomics, Inc. (NASDAQ:GNOM) and BGI-Shenzhen announced that they have entered into a merger agreement. Through this agreement, a wholly-owned U.S. subsidiary of BGI-Shenzhen will launch a tender offer to purchase all outstanding shares of common stock of Complete Genomics, Inc. for $3.15 per share in cash, without interest.
However, at least one analyst has set the high target price for NASDAQ:GNOM shares at $5.00 per share.
Therefore the investigation a law firm concerns whether the proposed transaction is unfair to the NASDAQ:GNOM stockholders.
Specifically, given that all of Complete's directors and executive officers as well as certain other major stockholders, who collectively own approximately 17.5% of the outstanding common stock of Complete, have already entered into a tender and support agreement and have agreed to tender all of their shares pursuant to the tender offer, the investigation focuses on whether the Complete Genomics Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.