The 23rd paragraph under the caption Background of the Offer and the Merger is amended and
restated to read as follows:
On June 20, 2023, the Special Committee held a virtual meeting with both members of the Special
Committee, representatives of Wilson Sonsini and CG and, at the invitation of the Special Committee, certain other members of the Thorne Board, including those that are members of Thornes management, in attendance. The Special
Committee discussed the potential counterparties to be included in CGs outreach, including potential strategic and financial sponsor counterparties and the timing and process to enter into customary confidentiality agreements with the
counterparties that express an interest in a potential transaction with Thorne, and Thornes management team presented to the Special Committee the preliminary long-range plan prepared by management in connection with Thornes exploring,
evaluating, considering, reviewing and negotiating a potential strategic transaction, which the management team was continuing to finalize.
The 30th
paragraph under the caption Background of the Offer and the Merger is amended and restated to read as follows:
On July 10, 2023, the
Special Committee held a virtual meeting with both members of the Special Committee, representatives of Wilson Sonsini and CG and, at the invitation of the Special Committee, certain other members of the Thorne Board, including those
that are members of Thornes management, in attendance. Representatives of CG and Wilson Sonsini updated the Special Committee on the status of the outreach to potential counterparties to date, including discussions held with and interest from
the potential counterparties and the call between Wilson Sonsini and Kirkland on July 5, 2023. Representatives of CG also discussed with the Special Committee that Catterton Flagship was requesting more meetings with management in
preparation to submit an updated proposal for the acquisition of Thorne. The Special Committee then discussed with members of management and CG the date by which potential counterparties would be requested to submit proposals for a strategic
transaction with Thorne, and agreed that the date should be August 10, 2023, following Thornes announcement of the results of its operations for the quarter ended June 30, 2023, due to Thornes strong financial performance
during that quarter. The Special Committee also discussed the likelihood that Catterton Flagship would submit a proposal ahead of the bid deadline, and representatives of Wilson Sonsini reviewed with the Special Committee the factors that the
Special Committee and the Thorne Board should consider from a fiduciary perspective in evaluating, and determining whether to accept, any received proposal.
The 35th paragraph under the caption Background of the Offer and the Merger is amended and restated to read as follows:
On July 27, 2023, the Special Committee held a virtual meeting with both members of the Special Committee, representatives of Wilson
Sonsini and CG and, at the invitation of the Special Committee, certain other members of the Thorne Board, including those that are members of Thornes management, in attendance. Representatives of CG updated the Special Committee on the
status of the ongoing process, including that 16 financial sponsor and seven strategic potential counterparties continued to be actively engaged in the process, one financial sponsor and two strategic potential counterparties ended their
participation in the process and in-person or virtual management meetings had been completed or scheduled with the majority of participating counterparties and were pending with the remainder. The Special
Committee discussed the status of the ongoing process, the July 21, 2023, proposal from Catterton Flagship, and a proposed response to Catterton Flagship regarding its proposal. The Special Committee directed CG to respond to
Catterton Flagship that its proposal fell short of what the Special Committee would find acceptable, but that Thorne would continue to provide Catterton Flagship further diligence materials to enable Catterton Flagship to increase its
proposal on price in advance of the August 10, 2023, deadline set for proposals to be submitted in the process. The Special Committee also discussed certain non-material changes to the long- range plan
prepared by management and shared with potential counterparties in the process, which were intended to provide additional detail of certain aspects of Thornes operating projections, and that the revised long-range plan would be distributed to
potential counterparties in the process. The Special Committee then met in executive session with only Ms. Kauss and representatives of Wilson Sonsini in attendance and discussed the foregoing and certain other matters relating to the Special
Committees consideration of a potential transaction.
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