Item 2.01.
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Completion of Acquisition or Disposition of Assets.
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As previously disclosed, on September 16, 2018, Senomyx, Inc., a Delaware corporation (the
Company
), entered into an Agreement
and Plan of Merger (the
Merger Agreement
) with Firmenich Incorporated, a Delaware corporation (
Parent
), and Sentry Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent
(
Purchaser
).
Pursuant to the Merger Agreement, on October 4, 2018, Purchaser commenced a tender offer to acquire all of
the outstanding shares of common stock of the Company, $0.001 par value per share (the
Shares
), at a purchase price of $1.50 per Share in cash (the
Offer Price
), without any interest thereon and
less applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 4, 2018 (as amended or supplemented from time to time, the
Offer to Purchase
), and in
the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitute the
Offer
).
On November 2, 2018, Parent announced that the offering period of the Offer had expired at 12:00 midnight, Eastern Time, on Friday, November 2, 2018
(one minute after 11:59 p.m., Eastern Time, on November 1, 2018) (the
Expiration Time
) and that as of such time, based on the information provided by the depositary for the Offer, 40,713,815 Shares (not including
208,282 Shares tendered by notice of guaranteed delivery for which Shares have not yet been delivered) were validly tendered and not validly withdrawn pursuant to the Offer prior to the Expiration Time, representing approximately 82.9% of the
outstanding Shares as of such time, which Shares were sufficient to have met the minimum condition of the Offer and to enable the Merger (as defined below) to occur under Delaware law without a vote of the Companys stockholders. Purchaser
accepted for payment all Shares validly tendered and not validly withdrawn prior to the Expiration Time.
Following the completion of the Offer, on
November 2, 2018, pursuant to the terms of the Merger Agreement and in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, Purchaser merged with and into the Company (the
Merger
), with the Company continuing as the surviving corporation and a direct wholly owned subsidiary of Parent. In the Merger, Shares that were not purchased pursuant to the Offer (other than Shares held by Parent,
Purchaser, any other direct or indirect wholly owned subsidiary of Parent, the Company (or in the Companys treasury) or by stockholders of the Company who have perfected their statutory rights of appraisal under Delaware law) were converted
into the right to receive an amount in cash equal to the Offer Price (the
Merger Consideration
), without any interest thereon and less any applicable withholding taxes.
Pursuant to the Merger Agreement, each of the Companys stock options (the
Company Options
) that were outstanding as of
immediately prior to the effective time of the Merger (the
Effective Time
) accelerated and became fully vested and exercisable effective immediately prior to the Effective Time and have been cancelled and converted into the
right to receive cash in an amount, less any applicable withholding taxes, equal to the product of (i) the total number of Shares subject to the vested portion of such Company Option immediately prior to the Effective Time (taking into account
any acceleration of vesting), multiplied by (ii) the excess, if any, of (x) the Merger Consideration over (y) the exercise price payable per Share under such Company Option. No holder of a Company Option that had an exercise price per
Share that was equal to or greater than the Merger Consideration was entitled to any payment with respect to such cancelled Company Option before or after the Effective Time.
The total consideration paid for the Shares in the Offer and the Merger was approximately $73.6 million. These amounts exclude fees and expenses related
to the Offer and the Merger. Parent provided Purchaser with sufficient funds to purchase all Shares accepted for payment in the offering period of the Offer and all Shares purchased in the Merger.
The foregoing description of the Merger Agreement and the related transactions does not purport to be complete and is qualified in its entirety by reference
to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Current Report on
Form 8-K
filed by the Company with the SEC on September 17, 2018, and is incorporated herein
by reference.