This Amendment No. 3 (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 4. The Solicitation or Recommendation.
The fifth full paragraph on page 13 of the Schedule
14D-9
under the subsection entitled
Background of
Offer and Merger
in Item 4 of the Schedule
14D-9
is hereby amended and restated in its entirety as follows:
In June 2017, as part of an effort to monetize our assets, we began a process to explore the sale of certain Cool program assets,
including Coolmyx
®
CL19. Daniel Stebbins, a member of the Senomyx board, had introduced Senomyx to Conexus Capital Advisors, Inc. (Conexus) in January 2017 and recommended their
services to the Senomyx board based on his experience working with Conexus in his capacity as chairman of the board of directors of Agilex Fragrances until it was acquired by Firmenich in July 2017. Agilex Fragrances had entered into an engagement
agreement with Conexus, which is further described below under
Conexus
. On June 15, 2017, we entered into an engagement agreement with Conexus in connection with the exploration of the sale of these assets based upon
their knowledge of the flavor ingredient industry, experience, reputation and familiarity with companies in the industry including Firmenich. As part of this process we reached out to 12 potential counterparties, and received bids and entered into
in-depth
negotiations with Firmenich and Company A.
The last paragraph on page 13 of the Schedule
14D-9
under the subsection entitled
Background of Offer and Merger
in Item 4 of the Schedule
14D-9
is hereby amended and supplemented by
inserting the following sentence at the end of the paragraph:
This proposal did not mention management retention or equity
participation after the potential transaction.
The third paragraph on page 14 of the Schedule
14D-9
under
the subsection entitled
Background of Offer and Merger
in Item 4 of the Schedule
14D-9
is hereby amended and supplemented by inserting the following after the first sentence:
This proposal did not mention management retention or equity participation after the potential transaction.
The final paragraph on page 14 of the Schedule
14D-9
under the subsection entitled
Background of Offer
and Merger
in Item 4 of the Schedule
14D-9
is hereby amended by deleting and replacing the fifth sentence with the following:
The board considered the engagement of Needham & Company and Conexus in connection with the same, based on prior experiences
with each of these advisors, and noted that Conexus does not render fairness opinions but could serve as an advisor given its industry expertise, in order to facilitate introductions with a wide range of potential counterparties.
The third full paragraph on page 17 of the Schedule
14D-9
under the subsection entitled
Background of
Offer and Merger
in Item 4 of the Schedule
14D-9
is hereby amended and supplemented by inserting the following after the first sentence:
This proposal did not mention management retention or equity participation after the potential transaction.