This Amendment No. 2 (this
Amendment
) amends and supplements the
Tender Offer Statement on Schedule TO originally filed with the U.S. Securities and Exchange Commission on October 4, 2018 (together with any subsequent amendments and supplements thereto, the
Schedule TO
) by Sentry
Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Firmenich Incorporated, a Delaware corporation, for all outstanding shares of common stock, par value $0.001 per share, of Senomyx, Inc., a Delaware corporation, at a price
per share of $1.50, net to the seller in cash, without any interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase (together with any amendment or supplement
thereto, the
Offer to Purchase
) and in the related Letter of Transmittal, which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Except as otherwise set forth in this
Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment.
ITEM 11.
|
ADDITIONAL INFORMATION.
|
The information set forth in the Offer to Purchase and Item 11 of the Schedule TO, to the extent such Item incorporates by reference
the information contained in the Offer to Purchase, are hereby amended and supplemented by adding the following subsection at the end of Section 15 (Certain Legal Matters) of the Offer to Purchase:
Legal Proceedings Related to the Offer and the Merger.
Beginning on October 8, 2018, three putative class-action lawsuits were filed on behalf of purported Company stockholders (captioned
Kim v. Senomyx, Inc., et al.
,
No. 1:18-cv-01547
(filed October 8, 2018 in the United States District Court for the District of Delaware) (the
Kim Complaint
);
Link v. Senomyx, Inc., et al.
, No.
3:18-cv-02336
(filed October 10, 2018 in the United States District Court for the
Southern District of California) (the
Link Complaint
); and
Rowe v. Senomyx, Inc., et al.
,
No. 3:18-cv-02338
(filed October 10, 2018
in the United States District Court for the Southern District of California) (the
Rowe Complaint
and together with the Kim Complaint and Link Complaint, the
Complaints
)). The Kim Complaint was filed against
(a) the Company, (b) Parent, (c) Purchaser and (d) the members of the Company Board (the
Individual Defendants
). The Link Complaint and the Rowe Complaint were each filed against (a) the Company and
(b) the Individual Defendants. The Complaints generally allege that the defendants violated Section 14(e) and, in the case of the Kim Complaint, Section 14(d)(4), of the Exchange Act by, among other things, failing to disclose
material information in the
Schedule 14D-9
regarding potential conflicts of interest in the transactions contemplated by the Merger Agreement, certain financial projections regarding the Company and
certain inputs underlying Needham & Companys financial analysis. The Complaints also allege the Individual Defendants and, in the case of the Kim Complaint, Parent, violated Section 20(a) of the Exchange Act as controlling
persons who had the ability to prevent the
Schedule 14D-9
from being materially false and misleading. The Complaints seek, among other things, an injunction against the consummation of the transactions
contemplated by the Merger Agreement and an award of costs and expenses, including a reasonable allowance for attorneys and experts fees.
While neither Purchaser nor Parent has knowledge that any other purported Company stockholder intends to file a similar complaint, it is
possible additional similar cases may also be filed in connection with the Offer and the Merger.