This Amendment No. 2 (this Amendment) to
Schedule 14D-9
amends and supplements the Solicitation/Recommendation Statement on
Schedule 14D-9
(as amended or supplemented from time to time, the
Schedule 14D-9)
previously filed by Senomyx, Inc., a Delaware corporation (Senonmyx), with the Securities and Exchange Commission on October 4, 2018, relating to the offer by
(i) Firmenich Incorporated, a Delaware corporation (Firmenich), and (ii) Sentry Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Firmenich (Merger Sub), to purchase all of the issued and
outstanding shares of common stock of Senomyx, $0.001 par value per share, (the Shares) for $1.50 per Share, to be paid to the seller in cash, without interest and subject to any applicable withholding, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated October 4, 2018 (as it may be amended or supplemented from time to time), and the related Letter of Transmittal (as it may be amended or supplemented from time to time).
Except as otherwise set forth below, the information set forth in the
Schedule 14D-9
remains
unchanged and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the
Schedule 14D-9.
This Amendment is being filed to reflect certain updates as reflected below.
Item 8. Additional Information.
Item 8 of the
Schedule 14D-9
is hereby amended and restated by deleting the first paragraph
under the heading Legal Proceedings on page 40 of the
Schedule 14D-9
and replacing it with the following paragraph:
Beginning on October 8, 2018, four putative class-action lawsuits were filed on behalf of purported Senomyx 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);
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
Richner v. Senomyx, Inc., et al.
,
No. 3:18-cv-02383
(filed
October 18, 2018 in the United States District Court for the Southern District of California) (the Richner Complaint, and together with the Kim Complaint, Link Complaint and the Rowe Complaint, the Complaints)). The Kim
Complaint was filed against (a) Senomyx, (b) Firmenich, (c) Merger Sub and (d) the members of Senomyxs board of directors (the Individual Defendants). The Link Complaint, the Rowe Complaint and the Richner
Complaint were each filed against (a) Senomyx 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
Securities Exchange Act of 1934, as amended, by, among other things, failing to disclose material information in the
Schedule 14D-9
regarding potential conflicts of interest in the Transactions, 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, Firmenich, violated
Section 20(a) of the Securities Exchange Act of 1934, as amended, 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 and an award of costs and expenses, including a reasonable allowance for attorneys and experts fees.