Introduction
This Amendment No. 4 to Schedule 14D-9 (this Amendment) amends and supplements
the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended from time to time, the Schedule 14D-9) originally filed by GreenLight
Biosciences Holdings, PBC, a Delaware corporation (the Company), with the Securities and Exchange Commission on June 21, 2023. The Schedule 14D-9 relates to the cash tender offer by SW
MergerCo, Inc., a Delaware corporation (Merger Sub) and a wholly-owned subsidiary of SW ParentCo, Inc., a Delaware corporation (Parent), to purchase all of the issued and outstanding Shares, other than certain
excluded Shares, at an offer price of $0.30 per Share, net to the holder of such Share, in cash, without interest and subject to any applicable withholding taxes. Parent and Merger Sub are affiliates of investment funds advised by Fall Line Capital,
LLC (Fall Line). Any capitalized term used and not otherwise defined herein shall have the meaning ascribed to such term in the Schedule 14D-9.
This Amendment is being filed to reflect certain updates as presented below.
Item 8 |
Additional Information. |
Item 8. Additional Information of the Schedule 14D-9 is hereby amended and
supplemented as follows:
|
1. |
The paragraphs under the heading Legal Proceedings shall be deleted in their entirety and
replaced with the following paragraphs: |
The Company has received four demands for books and records on behalf of
purported Company stockholders pursuant to 8 Del. C. § 220 dated June 27, June 28, June 30, and July 5, 2023 (the Section 220 Demands). On July 18, 2023, two lawsuits pursuant to 8
Del. C. § 220 were filed in the Delaware Court of Chancery by stockholders who previously sent Section 220 Demands: Oscar Pardo Planas v. GreenLight Biosciences Holdings, PBC, No. 2023-0729, and Susan Serven et al. v.
GreenLight Biosciences Holdings, PBC, No. 2023-0728 (the Section 220 Actions). The Company has also received eleven demands for additional disclosure on behalf of purported stockholders dated
June 29, June 30, July 1, July 4, July 5, and July 6, 2023 (the Disclosure Demands and, together with the Section 220 Demands, the Stockholder Demands). One of the Disclosure
Demands, dated July 6, 2023 attached a draft complaint asserting claims against the Company and its directors pursuant to Sections 14(e), 14(d)(4), and 20(a) of the Securities Exchange Act of 1934, as well as Rule
14d-9 thereunder.
The Stockholder Demands and the Section 220 Actions generally allege, among
other things, that (i) the Schedule 14D-9 as filed on June 21, 2023, as well as filings made by the Company on Schedule 13E-3 on June 21, 2023,
misrepresent and/or omit certain purportedly material information relating to the Companys financial projections, the analyses performed by the financial advisor and provided to the Special Committee and the Board, purported conflicts of
interest affecting the Companys directors and officers, and the events that led up to the signing of the Merger Agreement; (ii) the Offer, the Merger and/or the Transactions were not the product of a full and fair process and/or
improperly benefitted insiders of the Company; and (iii) the consideration being provided to the Companys stockholders in connection with the Offer, the Merger and the Transactions is inadequate. In addition, one of the Section 220
Actions (Susan Serven et al. v. GreenLight Biosciences Holdings, PBC, No. 2023-0728) makes certain allegations concerning the Business Combination, including among other things that ENVIs board of directors committed mismanagement
and breaches of fiduciary duty in connection with the Business Combination and that ENVIs disclosure to stockholders in connection with the Business Combination was erroneous and inadequate.
The Company may receive further demands from stockholders. In addition, further lawsuits arising out of or relating to the Offer, the Merger or
the Transactions may be filed in the future.
While the Company believes that the disclosures in the Schedule 14D-9 filed on June 21, 2023, complied fully with all applicable laws and denies the allegations in the Stockholder Demands and Section 220 Actions described above, in order to moot stockholders
disclosure demands, avoid nuisance and possible expense and business delays, and provide additional information to its stockholders, the Company has decided to supplement certain disclosures in the previously filed Schedule 14D-9 as reflected in the amended Schedule 14D-9 filed on July 11, 2023 (the Supplemental Disclosures). Nothing in the Supplemental Disclosures shall
be deemed an admission of the legal merit, necessity or materiality under applicable laws of any of the Supplemental Disclosures.
The
Company is among several defendants named in an adversary proceeding filed on July 19, 2023, in the U.S. Bankruptcy Court for the District of Delaware captioned Alameda Research Ltd. et al. v. Platform Life Sciences Inc. et al., No. 23-50444-JTD. The adversary proceeding, which was filed in the jointly administered Chapter 11 bankruptcy cases captioned In re FTX Trading Ltd., et al., No. 22-11068-JTD, asserts claims against the Company in the amount of $5.5 million for actual and constructive fraudulent transfer under federal and Delaware law related to
the purchase by Latona Bioscience Group of shares of common stock in the Companys August 2022 PIPE transaction, property recovery pursuant to 11 U.S.C. § 550(a)(1), and disallowance of claims pursuant to 11 U.S.C. §502(d). The
Company is evaluating the claims.