Investors who purchased shares of the Complete Genomics, Inc. (NASDAQ:GNOM)
The plaintiff alleges that the defendants breached their fiduciary duties owed to NASDAQ:GNOM investors arising out of their attempt to sell the company too cheaply via an unfair process to BGI-Shenzhen
On Sept. 17, 2012, Complete Genomics, Inc. 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, the plaintiff claims that the $3.15offer is unfair to NASDAQ:GNOM stockholders and undervalues the company. In fact, at least one analyst has set the high target price for NASDAQ:GNOM shares at $5.00 per share.
Furthermore, so the plaintiff, the process is unfair to NASDAQ:GNOM stockholders. The plaintiff says that the proposed acquisition is the product of a hopelessly flawed process that is designed to ensure the sale of Complete Genomics to BGI-Shenzhen on terms preferential to defendants and other Complete Genomics insiders and to subvert the interests of the plaintiff and the other public stockholders of the company. The plaintiff claims that the proposed acquisition is being driven entirely by the Board of directors, company management, and Complete Genomics’ largest shareholder, OVP Venture Partners (and affiliated entities and Essex Woodlands Health Ventures (and affiliated entities). In fact 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.
In addition, so the plaintiff, defendants included several deal protection devices in the merger agreement, such as a no shop, matching rights, and a termination fee provision, that will preclude a fair sales process for the company and lock out competing bidders.
Those who are current investors in Complete Genomics, Inc. (NASDAQ:GNOM)