UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
GREENLIGHT BIOSCIENCES HOLDINGS, PBC
(Name of Subject Company (Issuer))
SW MergerCo, Inc.
a wholly-owned subsidiary of
(Name of Filing Person — Offeror)
SW ParentCo, Inc.
an affiliate of
(Name of Filing Person — Parent of Offeror)
Fall Line Endurance Fund, LP
Fall Line Endurance GP, LLC
(Names of Filing Persons — Other)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
39536G 105
(CUSIP Number of Class of Securities)
SW MergerCo, Inc.
160 Bovet Road, Suite 310
San Mateo, CA 94402
Attention: Clay Mitchell
(650) 235-4032
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Nate Gallon
Noah Kornblith
O’Melveny & Myers LLP
2765 Sand Hill Rd
Menlo Park, California 94025
(650) 473-2604
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☒ | third-party tender offer subject to Rule 14d-1. |
| ☐ | issuer tender offer subject to Rule 13e-4. |
| ☒ | going-private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third Party Tender Offer) |
This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO (as amended, which, together with any exhibits, amendments and supplements thereto, collectively constitute this “Schedule TO”) related to the tender offer (the “Offer”), filed on June 21, 2023 by SW MergerCo, Inc., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of SW ParentCo, Inc. a Delaware corporation (“Parent”), to purchase all of the outstanding shares of common stock, par value $0.0001 per share (the “Shares”), of GreenLight Biosciences Holdings, PBC, a Delaware public benefit corporation (“GreenLight”), at a price of $0.30 per share net to the seller in cash without interest and subject to any applicable withholding taxes, if any, upon the terms and conditions set forth in the Offer to Purchase dated June 21, 2023 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and in the related Letter of Transmittal (the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B), which, together with any amendments or supplements, collectively constitute the “Offer”.
All the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO and all of the information required by Schedule 13E-3 that is not included in or covered by the items in the Schedule TO is incorporated by reference to the Schedule 13E-3 filed by GreenLight and the other parties thereto on June 21, 2023, as amended, and is supplemented by the information specifically provided in this Amendment. This Amendment should be read together with the Schedule TO.
Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Purchase.
This Amendment is being filed to amend and supplement Items 1 through 9 and Item 11, as reflected below.
Item 1 through 9 and Item 11
Items 1 through 9 and Item 11 of the Schedule TO are hereby amended and supplemented as follows:
“The Offer and withdrawal rights expired at one minute after 11:59 p.m., New York City time, on Wednesday, July 19, 2023. The Depositary for the Offer has indicated that a total of 18,791,264 Shares were validly tendered and not validly withdrawn pursuant to the Offer as of the Expiration Date, representing approximately 60.36% of the outstanding Shares other than Rollover Shares. In addition, Notices of Guaranteed Delivery have been delivered for 477,399 Shares, representing approximately 1.5% of the outstanding Shares other than Rollover Shares. As of the expiration of the Offer, the number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Condition, as defined in the Offer to Purchase, and all other conditions to the Offer were satisfied or waived. All Shares that were validly tendered and not withdrawn pursuant to the Offer have been accepted for payment by the Purchaser.
As a result of its acceptance of the Shares tendered in the Offer, Purchaser acquired a sufficient number of Shares to complete the Merger without a vote of the stockholders of GreenLight pursuant to Section 251(h) of the DGCL. Accordingly, on July 20, 2023, the Purchaser expects to effect the Merger under Section 251(h) of the DGCL, pursuant to which the Purchaser will merge with and into GreenLight, with GreenLight surviving as a wholly owned subsidiary of Parent. At the Effective Time, each Share was converted automatically into the right to receive the Offer Price (other than Excluded Shares, Rollover Shares and Dissenting Shares).
Promptly following consummation of the Merger, the Purchaser intends to cause all Shares to be delisted from Nasdaq and deregistered under the Exchange Act.
On July 20, 2023, the Company issued a press release announcing the expiration and results of the Offer. The full text of the press release is attached as Exhibit (a)(5)(1) hereto and is incorporated herein by reference.”
Item 12 Exhibits
| * | Previously filed. |
SIGNATURES
After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Dated: July 20, 2023 | ||
| SW MERGERCO, INC. | ||
| By: | /s/ Clay Mitchell | |
| Name: Clay Mitchell | ||
| Title: President | ||
| SW PARENTCO, INC. | ||
| By: | /s/ Clay Mitchell | |
| Name: Clay Mitchell | ||
| Title: President | ||
| FALL LINE ENDURANCE FUND, LP | ||
| By: Fall Line Endurance GP, LLC | ||
| Its: General Partner | ||
| By: | /s/ Clay Mitchell | |
| Name: Clay Mitchell | ||
| Title: Member | ||
| FALL LINE ENDURANCE GP, LLC | ||
| By: | /s/ Clay Mitchell | |
| Name: Clay Mitchell | ||
| Title: Member | ||
Exhibit (a)(5)(1)
GreenLight Biosciences Announces Expiration of Tender Offer Period for Outstanding Shares
Completion of Previously Announced Merger and Going Private Transaction Expected July 20, 2023
Lexington, Mass. – July 20, 2023 – GreenLight Biosciences Holdings, PBC (NASDAQ: GRNA) (“GreenLight” or the “Company”) today announced that it is initiating the final steps in closing its previously announced merger with SW MergerCo, Inc. (“Merger Sub”) and SW ParentCo, Inc (“Parent”). Following the completion of the Merger, shares of GreenLight common stock are expected to cease trading on the NASDAQ Global Market (“NASDAQ”) after market close on July 20, 2023, and will no longer be listed for trading on the NASDAQ. Merger Sub’s tender offer (the “Offer”) to purchase any and all outstanding shares of GreenLight’s common stock (other than shares of GreenLight common stock (i) owned by GreenLight as treasury stock (ii) owned by Merger Sub immediately before the effective time of the Merger, (iii) that were irrevocably accepted by Merger Sub in the Offer, (iv) held by stockholders who have perfected their statutory rights of appraisal under Section 262 of the Delaware General Corporate Law (“DGCL”) or (v) that are subject to the Contribution and Exchange Agreements entered into between Parent and certain stockholders of GreenLight (such stockholders, the “Rollover Stockholders”)) expired one minute after 11:59 p.m. (New York City time) on July 19, 2023. As of one minute after 11:59 p.m. (New York City time) on July 19,2023, a total of 18,791,264 shares of GreenLight common stock were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 60.4% of the outstanding shares of GreenLight common stock not otherwise owned by Merger Sub, its affiliates or the Rollover Stockholders. In addition, “Notices of Guaranteed Delivery” have been delivered for 477,399 shares of GreenLight common stock, representing approximately 1.5% of the outstanding shares not otherwise owned by Merger Sub, its affiliates or the Rollover Stockholders. Merger Sub intends to accept for payment in accordance with the terms of the Offer all shares of GreenLight common stock that were validly tendered and not validly withdrawn as of the expiration of the Offer.
Merger Sub will be merged with and into GreenLight, with GreenLight continuing as the surviving corporation that is wholly owned by the Parent. Each remaining share of GreenLight common stock not purchased in the Offer (other than shares of GreenLight common stock (i) owned by GreenLight as treasury stock, (ii) owned by Merger Sub immediately before the effective time of the Merger, (iii) that were irrevocably accepted by Merger Sub in the Offer, (iv) held by stockholders who have perfected their statutory rights of appraisal under Section 262 of the DGCL or (v) that are subject to the Contribution and Exchange Agreements entered into between Parent and the Rollover Stockholders) will be converted into the right to receive $0.30 in cash, without interest, and subject to deduction for any required withholding taxes.
About GreenLight Biosciences
GreenLight Biosciences aims to address some of the world’s biggest problems by delivering on the full potential of RNA for human health and agriculture. Our RNA platform allows us to research, design, and manufacture for human, animal, and plant health. In human health, this includes messenger RNA vaccines and therapeutics. In agriculture, this includes RNA to protect honeybees and a range of crops. The Company’s platform is protected by numerous patents. GreenLight is a public benefit corporation that trades under the ticker GRNA on Nasdaq. For more information, visit www.greenlightbiosciences.com.
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 response of the Company’s competitors to the proposed Merger; (iv) the ability to meet expectations regarding the timing and completion of the proposed Merger; (v) significant costs associated with the proposed Merger; (vi) potential litigation relating to the proposed Merger; (vii) the outcome of any legal proceedings that may be instituted against the parties and others following announcement of the Merger Agreement; (viii) the closing of the proposed financing; and (ix) the other risks, uncertainties and factors detailed in the Company’s most recent annual and quarterly reports filed with the SEC and any subsequent reports on Form 10-K, Form 10-Q or Form 8-K filed from time to time. As a result of such risks, uncertainties and factors, the Company’s actual results may differ materially from any future results, performance or achievements discussed in or implied by the forward-looking statements contained herein.
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:Investor Contact:
Ingrid Fung
Director, Enterprise Operations and Strategy & Head of Investor Relations
GreenLight Biosciences
investors@greenlightbio.com