Item 4 of the Schedule 14D-9 is amended and
supplemented as follows.
5. The second paragraph under the heading Item 4. The Solicitation or Recommendation on page 13 of the
Schedule 14D-9 is hereby deleted in its entirety and replaced with the following:
Accordingly, and for other
reasons described in more detail below, our Board, on behalf of Synthorx, unanimously recommends that holders of Shares accept the Offer and tender their Shares pursuant to the Offer.
6. The fifth paragraph on page 19 of the Schedule 14D-9 is hereby deleted in its entirety and replaced with the
following:
Following consideration of the draft merger agreement, including consideration of the reasons described in Reasons for the
Recommendation, the Board unanimously (i) determined that the Merger Agreement and Transactions, including the Offer and the Merger, are advisable and fair to, and in the best interest of, Synthorx and its stockholders,
(ii) approved the execution, delivery and performance by Synthorx of the Merger Agreement and the consummation of the Transactions, including the Offer and the Merger, (iii) agreed that the Merger shall be effected under
Section 251(h) and other relevant provisions of the DGCL and (iv) resolved to recommend that the stockholders of Synthorx tender their Shares to Purchaser pursuant to the Offer.
7. The following new paragraph is hereby added after the fifth paragraph on page 20 of the Schedule 14D-9:
As of the date of the Schedule 14D-9, the Board has not taken additional action in response to Company As
December 8, 2019 proposal, and Company A has not made any further contact with Synthorx or its advisors.
8. The first paragraph under the
heading Reasons for the Recommendation on page 20 of the Schedule 14D-9 is hereby deleted in its entirety and replaced with the following:
Our Board carefully considered the terms of the Offer, the Merger and the other Transactions, consulted with our management and its financial and legal
advisors, and considered a number of reasons, including the following (which are not necessarily presented in order of relative importance), each of which is supportive of its unanimous decision to approve the Merger Agreement and the Transactions
and recommend the Transactions to the Synthorx stockholders.
9. The fourth bullet point on page 22 of the Schedule
14D-9 is hereby deleted in its entirety and replaced with the following:
the terms and conditions of the
Merger Agreement, including the following related reasons:
10. The second sentence of the first paragraph on page 24 of the Schedule 14D-9 is hereby deleted in its entirety and replaced with the following:
Our Board collectively reached the
unanimous conclusion to approve the Merger Agreement and the Transactions in light of these various reasons.
11. The second paragraph on page 24 of
the Schedule 14D-9 is hereby deleted in its entirety and replaced with the following:
The foregoing
discussion of our Boards reasons for its recommendation to accept the Offer is not meant to be exhaustive, but addresses the material information and reasons considered by our Board in connection with its recommendation. In view of the wide
variety of reasons considered by our Board in connection with the evaluation of the Offer and the complexity of these matters, our Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific
reasons considered in reaching its determination and recommendation. Rather, our directors made their determinations and recommendations based on the totality of the information presented to them, and the judgments of individual members of our Board
may have been influenced to a greater or lesser degree by different reasons. In arriving at their respective recommendations, the members of our Board considered the interests of our executive officers and directors as described under Item
3. Past Contacts, Transactions, Negotiations and Agreements above.