This Amendment No. 3 (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 Firmenich
Incorporated, a Delaware corporation (
Parent
), and Sentry Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (
Purchaser
). The Schedule TO relates to the offer by Purchaser to
purchase 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. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.
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 deleting the first paragraph under the subsection Legal Proceedings Related to the Offer and the Merger in Section 15 (Certain Legal
Matters) of the Offer to Purchase and replacing it with the following:
Beginning on October 8, 2018, four 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
);
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) the
Company, (b) Parent, (c) Purchaser and (d) the members of the Company Board (the
Individual Defendants
). The Link Complaint, the Rowe Complaint and the Richner 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.