Pursuant to the terms of the Merger Agreement, and subject to the conditions set forth therein, Fall Line, together with its affiliates, agreed that it will commence a tender offer (the “Offer”) to acquire all of the outstanding shares of common stock of the Company (the “Company Common Stock”), other than certain excluded shares, for
In connection with the transactions contemplated by the Merger Agreement, certain existing stockholders of the Company, together holding approximately 79.5% of the outstanding shares of the Company Common Stock, entered into contribution and exchange agreements pursuant to which such stockholders agreed to contribute their shares of Company Common Stock in exchange for shares of Series A-2 Preferred Stock of a newly formed holding company (the “Private Company”) that will own 100% of the Company upon the consummation of the transactions contemplated by the Merger Agreement.
In addition, in connection with the transactions contemplated by the Merger Agreement, Fall Line and certain investors entered into a Secured Convertible Note Purchase Agreement (the “Note Purchase Agreement”), to which the Company is a third-party beneficiary and under which the
In connection therewith, the Company will receive
Approvals and Timing
The transaction was negotiated on behalf of the Company by a Special Committee of its Board of Directors (the “Special Committee”) composed entirely of independent directors with the assistance of independent financial and legal advisors. Following the Special Committee’s unanimous recommendation, the Company’s Board of Directors unanimously approved the Merger Agreement and has recommended that the Company’s stockholders tender their shares of Company Common Stock in the Offer.
Subject to customary closing conditions, the Company expects the transaction to close in the third quarter of 2023. The transaction is not subject to a financing condition. Upon completion of the transaction, the Company will become a privately-held company and the Company’s shares will no longer trade on the
Under the terms of the Merger Agreement, the Company may solicit alternative acquisition proposals from third parties during a 30-day “go-shop” period beginning on the date of the Merger Agreement. There can be no assurances that the “go-shop” will result in a superior proposal. The Company does not intend to disclose developments related to the solicitation process until it determines whether such disclosure is appropriate or is otherwise required.
Advisors
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Important Information And Where To Find It
The tender offer referenced in this communication has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities of the Company, nor is it a substitute for the tender offer materials that the Company and Fall Line, will file with the
In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement Fall Line and the Company each file annual, quarterly and current reports, proxy statements and other information with the
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this communication may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including statements containing the words “will,” “predicts,” “plans,” “expects,” “anticipates,” “believes,” “goal,” “target,” “estimate,” “potential,” “may,” “might,” “could,” “see,” “seek,” “forecast,” and similar words. Forward-looking statements are based on the Company’s current plans and expectations, estimates and projections about the industry and markets in which the Company operates and the Company’s beliefs and assumptions as to the timing and outcome of future events, including related to the timing of, and costs associated with, the transactions described in this communication. While the Company’s management believes the assumptions underlying the forward-looking statements are reasonable, such information is necessarily subject to uncertainties and may involve certain risks and uncertainties which are, in many instances, difficult to predict and beyond the Company’s control, and which could cause actual results to differ materially from those included in or contemplated or implied by the forward-looking statements. Such risks and uncertainties include, among others: (i) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (ii) the failure to satisfy any of the other conditions to the completion of the proposed Merger, including the risk that Fall Line may not receive the requisite number of shares tendered from Company stockholders to complete the Offer prior to the outside date set forth in the Merger Agreement; (iii) the effect of the announcement of the proposed Merger on the ability of the Company to retain and hire key personnel and maintain relationships with its key business partners and customers, and others with whom it does business, or on its operating results and businesses generally; (iv) the response of the Company’s competitors to the proposed Merger; (v) risks associated with the disruption of management’s attention from ongoing business operations due to the proposed Merger; (vi) the ability to meet expectations regarding the timing and completion of the proposed Merger; (vii) significant costs associated with the proposed Merger; (viii) potential litigation relating to the proposed Merger; (ix) restrictions during the pendency of the proposed Merger that may impact the Company’s ability to pursue certain business opportunities; (x) the outcome of any legal proceedings that may be instituted against the parties and others following announcement of the Merger Agreement; (xi) the closing of the proposed financing; and (xii) the other risks, uncertainties and factors detailed in the Company’s most recent annual and quarterly reports filed with the
There can be no assurance that the proposed transactions will in fact be consummated. The Company cautions investors not to unduly rely on any forward-looking statements. The Company is providing the information in this communication as of this date and assumes no obligations to update the information included in this communication or revise any forward-looking statements, whether as a result of new information, future events or otherwise, and the Company does not intend to do so.
Contacts:
Media Contact:
SVP Corporate Affairs
press@greenlightbio.com
Investor Contact:
Director, Enterprise Operations and Strategy & Head of Investor Relations
investors@greenlightbio.com
A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/d4c93ec6-d36d-447a-9196-ce6d49be25b4
GreenLight Biosciences
GreenLight Biosciences Enters into Definitive Merger Agreement with Consortium Led by Fall Line Endurance Fund for Go-Private Transaction
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