Report on Form 10-Q for the period ended June 30, 2020 and the Companys Annual Report on Form 10-K for
the period ended December 31, 2019, each filed with the SEC, as well as other documents that may be filed by the Company from time to time with the SEC. In addition, the Company Projections may be affected by the Companys ability to
achieve strategic goals, objectives and targets over the applicable period. These assumptions upon which the Company Projections were based necessarily involve judgments with respect to, among other things, future economic, competitive and
regulatory conditions and financial market conditions, all of which are difficult or impossible to predict accurately and many of which are beyond the Companys control. Moreover, the Company Projections also reflect assumptions as to certain
future business decisions that are subject to change. There can be no assurance that any Company Projections will be realized, or that the assumptions and estimates used to prepare the Company Projections will prove to be accurate, and actual
results will differ, and may differ materially, from those contained in the Company Projections. Important factors that may affect actual results and result in projections contained in the Company Projections not being achieved include, but are not
limited to, the factors set forth from time to time in the Companys SEC filings.
Item 8. Additional Information.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by deleting the paragraphs under the heading
Item 8. Additional InformationLegal Proceedings on page 56 of the Schedule 14D-9 and replacing it with the following paragraphs:
On September 2, 2020, a purported stockholder of the Company filed a complaint in the United States District Court for the District of Delaware
against the Company and its directors, captioned Elaine Wang v. Momenta Pharmaceuticals, Inc., et al., Case No.
1:20-cv-01175-UNA (the Wang Complaint). On September 8, 2020, a purported stockholder of the Company
filed a complaint in the United States District Court for the Southern District of New York against the Company and its directors, captioned Rudik v. Momenta Pharmaceuticals, Inc., et al., Case No. 1:20-cv-07313 (the Rudik Complaint). On September 9, 2020, a purported stockholder of the Company filed a complaint in the United States District Court for the District of Delaware
against the Company, its directors, Parent and Purchaser, captioned Post v. Momenta Pharmaceuticals, Inc., et al., Case No. 1:99-mc-09999 (the Post
Complaint). On September 11, 2020, a purported stockholder of the Company filed a complaint in the United States District Court for the Southern District of New York against the Company and its directors, captioned Booth Family
Trust v. Momenta Pharmaceuticals, Inc., et al., Case No. 1:20-cv-07461 (the Booth Complaint). On September 22, 2020, a purported
stockholder of the Company filed a complaint in the United States District Court for the Southern District of New York against the Company and its directors, captioned David Nowak v. Momenta Pharmaceuticals, Inc., et al., Case No.
1:20-cv-07782 (the Nowak Complaint). On September 22, 2020, a purported stockholder of the Company filed a complaint in the Supreme Court of the State of New York for the County of New York against the Company and its directors,
captioned David Nowak v. Momenta Pharmaceuticals, Inc., et al., Case No. 654613/2020 (the Second Nowak Complaint). On September 22, 2020, a purported stockholder of the Company filed a complaint in the United States
District Court for the Southern District of New York against the Company and its directors, captioned Carlos Cespedes v. Momenta Pharmaceuticals, Inc., et al., Case
No. 1:20-cv-07804 (the Cespedes Complaint).
The
complaints in the preceding paragraph name as defendants the Company and each member of the Company Board. The Post Complaint also names Parent and Purchaser as defendants. Each of the complaints (except the Second Nowak Complaint) alleges that the
Schedule 14D-9 omits material information or contains misleading disclosures and that, as a result, (a) all defendants violated Section 14(e) of the Exchange Act, (b) all defendants violated
Section 14(d)(4) of the Exchange Act and (c) each member of the Company Board (and Parent in the Post Complaint) violated Section 20(a) of the Exchange Act. The Nowak Complaint also alleges that each member of the Company Board
breached their fiduciary duties of candor and disclosure. The Second Nowak Complaint alleges that each member of the Company Board breached their fiduciary duties of care, loyalty and good faith and that the Company aided and abetted the Company
Board in such breach. Each of the complaints seeks, among other things, (i) injunctive relief preventing the consummation of the transactions contemplated by the Merger Agreement, (ii) rescissory damages or rescission in the event that the
transactions contemplated by the Merger Agreement have already been consummated (except for the Rudik Complaint), (iii) damages (except for the Post, Booth and Cespedes Complaints) and (iv) plaintiffs attorneys and experts
fees and expenses. The Rudik, Post and Cespedes Complaints also seek an amendment to the Schedule 14D-9 that addresses their complaints. The Company believes the claims asserted in each of the complaints are
without merit.
Additional complaints may be filed against the Company, the Company Board, Parent and/or Purchaser in connection with the transactions
contemplated by the Merger Agreement, the Schedule TO and the Schedule 14D-9. If such additional complaints are filed, absent new or different allegations that are material, the Company will not necessarily
announce such additional complaints.