GreenLight Biosciences Announces Expiration of Tender Offer Period for Outstanding Shares
July 20 2023 - 7:06AM
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tendered and not validly withdrawn pursuant to the Offer,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not validly withdrawn as of the expiration of the Offer.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
StatementsCertain 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 FungDirector,
Enterprise Operations and Strategy & Head of Investor
RelationsGreenLight Biosciencesinvestors@greenlightbio.com
A photo accompanying this announcement is available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/8feb6243-0497-49c0-8b2c-fd45348752b7
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