O’Melveny & Myers LLP represented leading international genomics organization BGI-Shenzhen (BGI) in its acquisition via all cash tender offer, followed by a short form merger, of Nasdaq listed Complete Genomics (Complete). The deal closed on March 18, 2013. It has been reported as the first time a Chinese company has successfully acquired a US public company.
The deal, which was first announced in September 2012, faced many hurdles. BGI and Complete filed antitrust and CFIUS clearance applications in the United States. While waiting to obtain these clearances, a third party competitor launched a hostile offer, and some shareholders filed lawsuits against Complete and BGI in both California and Delaware. In addition, the transaction was subject to approval from China’s NDRC, MOFCOM, and SAFE. BGI had to extend the tender offer several times while waiting for the US and Chinese regulatory approvals.
The O’Melveny team, which spanned several practice areas and offices throughout China and the United States, was led by Shanghai-based partner Wenseng “Wendy” Pan and Silicon Valley-based partner Paul Scrivano, with assistance from partners David Johnson in Hong Kong, Ted Kassinger and Jonathan Sallet in Washington, DC, John Kappos and Chris Del Rosso in Newport Beach, and Matthew Close in Los Angeles.
