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Genoptix Enters Into Memorandum of Understanding Related to Class Action Lawsuits
Date:2/19/2011

November 2010, Barclays had discussions with 14 potential parties, including seven parties that entered into confidentiality agreements, received management presentations and obtained access to the electronic data room.  Novartis was one of the 14 potential parties. Four of the seven parties withdrew from the process without submitting bids, including the one financial party.. During the process, the Company's management held extensive due diligence sessions with four interested parties, all of whom were strategic parties."

The fourteenth paragraph under the heading titled "Background of Offer" is hereby amended and restated as follows:

"On November 17, 2010, the board of directors of the Company held a telephonic board meeting and on November 18, 2010, the strategic committee held a telephonic meeting to receive updates on the initial meetings with interested parties contacted to date and to discuss and approve the process recommended by the financial advisors. Cooley participated in each of the meetings."

The fifteenth paragraph under the heading titled "Background of Offer" is hereby amended and restated as follows:

"On November 19, 2010, Barclays delivered bid request letters to each of these interested parties informing such parties that bids, with a mark-up of the merger agreement to acquire the Company in a cash tender offer followed by a merger, were due by December 17, 2010. The Company gave each of these interested parties access to an electronic data room and continued to add information and documents in response to questions from the interested parties.  The Company structured the potential transaction as a cash tender offer followed by a merger because the Company was seeking an all cash offer and because this structure enables stockholders to receive cash at the earliest possible date following execution of a definitive agreement. On November 22, 2
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SOURCE Genoptix, Inc.
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