A more complete description of the Thorne Boards reasons for authorizing and
approving the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, will be set forth in Thornes Solicitation/Recommendation Statement on Schedule 14D-9 (the
Schedule 14D-9) under the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act), which will be mailed to the stockholders of Thorne within 10 business days following this
Offer to Purchase.
There is no financing condition to the Offer. The Offer is conditioned upon, among other things:
(i) the number of Shares tendered and not validly withdrawn in accordance with the terms of the Offer a number of Shares that, upon
consummation of the Offer, together with the Shares then owned by Parent and Purchaser (if any) (excluding Shares (A) tendered pursuant to guaranteed delivery procedures that have not yet been received, as such term is defined in
Section 251(h) of the DGCL, by the depositary for the Offer pursuant to such procedures, or (B) tendered by the Company or any of its wholly-owned subsidiaries), representing at least a majority of all then-outstanding Shares (excluding,
for the avoidance of the doubt, Shares (x) that are owned or held by the Company (including shares held in treasury) or any of its wholly-owned subsidiaries, and (y) that are owned or held by Purchaser as a result of any tender into the
Offer by the Company or any of its wholly-owned subsidiaries) (the Minimum Condition);
(ii) the waiting periods (and any
extensions thereof), if any, applicable to the transactions contemplated by the Merger Agreement (the Transactions) pursuant to the HSR Act (as defined herein) having expired or otherwise been terminated, and all requisite consents,
directions or orders required to consummate the Transactions pursuant thereto having been obtained;
(iii) no temporary restraining order,
preliminary or permanent injunction or other judgment or order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Transactions being in effect, and no action having
been taken by any government, governmental or regulatory entity or body, department, commission, bureau, council, board, agency or instrumentality, and any court, tribunal, arbitrator or arbitral body (public or private) or judicial body, in each
case whether federal, state, county or provincial, and whether local or foreign (any of the foregoing, a Governmental Authority) of competent jurisdiction, and no statute, rule, regulation, order having been enacted, entered, enforced,
or deemed applicable to the Transactions, that, in each case, prohibits, makes illegal, or enjoins the consummation of the Transactions; and
(iv) the absence of a termination of the Merger Agreement in accordance with its terms (the Termination Condition).
The Offer is also subject to a number of other conditions. We can waive some of the conditions to the Offer without the consent of Thorne. We
cannot, however, waive the Minimum Condition or the Termination Condition without the consent of Thorne. See Section 15Certain Conditions of the Offer.
Thorne has advised Parent that, as of the close of business on September 11, 2023, there were 54,036,771 Shares issued and outstanding.
Assuming that no Shares are issued after September 11, 2023, a minimum of 27,018,386 Shares would need to be validly tendered and not withdrawn prior to the Expiration Time in order to satisfy the Minimum Condition. The actual number of Shares
required to be tendered to satisfy the Minimum Condition will depend on the actual number of Shares outstanding on the date we accept Shares for payment pursuant to the Offer.
The Merger Agreement provides that, at the Merger Effective Time, until successors are duly elected or appointed and qualified in accordance
with applicable law, the directors and officers of Purchaser immediately prior to the Merger Effective Time will be the directors and officers of the Surviving Corporation.
If the Minimum Condition and certain statutory requirements are satisfied, Purchaser will have the ability after the time Purchaser accepts
for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer (the Offer Acceptance Time) to consummate the Merger without the affirmative vote of any other
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