According to the Complaint, Pacific Biosciences of California, Inc. ("Pacific Biosciences" or the Company) designs, develops, and manufactures sequencing systems to resolve genetically complex problems. The Company’s single molecule real-time (SMRT) sequencing technology enables single molecule real-time detection of biological processes. It offers PacBio RS II and Sequel Systems that conducts, monitors, and analyzes single molecule biochemical reactions in real time. The Company also provides consumable products, including SMRT cells, as well as various reagent kits, such as template preparation, binding, and sequencing kits. Its customers include research institutions; commercial laboratories; genome centers; clinical, government, and academic institutions; genomics service providers; pharmaceutical companies; and agricultural companies.
On November 1, 2018, Pacific Biosciences announced that it had entered into the Agreement and Plan of Merger (the “Merger Agreement”) with Illumina, whereby Illumina would acquire Pacific Biosciences in a two-step merger, with the Company surviving the Proposed Transaction as an indirect, wholly owned subsidiary of Illumina.
On December 5, 2018, Defendants caused the Proxy to be filed with the SEC in connection with the Proposed Transaction. The Proxy solicits the Company’s shareholders to vote for the Proposed Transaction. Defendants were obligated to carefully review the Proxy before it was filed with the SEC and disseminated to the Company’s shareholders to ensure that it did not contain any material misrepresentations or omissions. However, the Complaint alleges that the Proxy misrepresents and/or omits material information that is necessary for the Company’s shareholders to make an informed decision concerning whether to support the deal, in violation of Sections 14(a) and 20(a) of the Exchange Act.
This case was voluntarily dismissed as moot on January 29, 2019.