per Share. On December 20, 2019, the last full day of trading before commencement of the Offer, the reported closing sales price of the Shares on NASDAQ was $68.02 per Share. We encourage you to obtain current market quotations for Shares before deciding whether to tender your Shares. See Section 6 — “Price Range of Shares; Dividends on the Shares.” Have any stockholders already agreed to tender their Shares in the Offer or to otherwise support the Offer? No. Will I have appraisal rights in connection with the Offer? No appraisal rights will be available to you in connection with the Offer. However, if Purchaser purchases Shares pursuant to the Offer, and the Merger is completed, holders of Shares immediately prior to the Effective Time who (i) did not tender their Shares in the Offer, (ii) follow the procedures set forth in Section 262 of the DGCL and (iii) do not thereafter lose such holders’ appraisal rights (by withdrawal, failure to perfect or otherwise), will be entitled to have their Shares appraised by the Delaware Court of Chancery and to receive payment of the “fair Table of Contents value” of such shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, thereon. The “fair value” could be greater than, less than or the same as the Offer Price. See Section 17 — “Appraisal Rights.” Whom should I call if I have questions about the Offer? You may call Innisfree M&A Incorporated, the information agent for the Offer (the “Information Agent”), toll free at (000) 000-0000. See the back cover of this Offer to Purchase for additional contact information. Table of Contents INTRODUCTION Thunder Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly owned indirect subsidiary of Sanofi, a French société anonyme (“Parent”), is offering to purchase any and all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Synthorx, Inc., a Delaware corporation (the “Company”), at a purchase price of $68.00 per Share in cash (the “Offer Price”) without any interest thereon and net of any applicable withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with this Offer to Purchase, as they may be amended or supplemented from time to time, collectively constitute the “Offer”). The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of December 7, 2019 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Parent and Purchaser, pursuant to which, unless otherwise agreed by the Company, Parent and Purchaser, at 8:00 a.m., Eastern Time, on the same date as the consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will merge with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), upon the terms and subject to the conditions set forth in the Merger Agreement, with the Company continuing as the surviving corporation (the “Surviving Corporation”) and becoming a wholly owned indirect subsidiary of Parent (the “Merger”). In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than (i) Shares owned by Purchaser, Parent, or any direct or indirect wholly owned subsidiary of Parent immediately prior to the Effective Time, (ii) Shares owned by the Company (or held in the Company’s treasury), (iii) Shares irrevocably accepted for purchase in the Offer or (iv) Shares held by any stockholder who is entitled to demand appraisal and has properly exercised and perfected a demand for appraisal of such Shares pursuant to, and who has complied in all respects with, Section 262 of the DGCL and who, as of the Effective Time, has neither effectively withdrawn nor lost such stockholder’s rights to such appraisal and payment under the DGCL with respect to such Shares) will be converted into the right to receive an amount in cash equal to the Offer Price, without any interest thereon and net of any applicable withholding taxes. Under no circumstances will interest be paid on the purchase price for the Shares, regardless of any extension of the Offer or any delay in making payment for the Shares. The Merger Agreement is more fully described in Section 11 — “The Merger Agreement; Other Agreements.” Tendering stockholders who are the holders of record of their Shares and who tender directly to the Depositary (as defined above in the “Summary Term Sheet”) will not be obligated to pay brokerage fees or commissions or, as provided in Section 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions. The Company Board has unanimously: (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are advisable and fair to, and in the best interest of, the Company and its stockholders; (ii) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Offer and the Merger; (iii) agreed that the Merger shall be effected under Section 251(h) and other relevant provisions of the DGCL; and (iv) resolved to recommend that the stockholders of the Company tender their Shares to Purchaser pursuant to the Offer. More complete descriptions of the Company Board’s reasons for recommending that the Company’s stockholders accept the Offer and tender their Shares to Purchaser pursuant to the Offer, and for authorizing and approving the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger (the “Transactions”), are set forth in the Company’s Solicitation/Recommendation Statement on the Schedule 14D-9 (the “Schedule 14D-9”) that is being mailed to you together with this Offer to Purchase. Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth in Item 4 under the sub-headings “Background of Offer and Merger” and “Reasons for Recommendation.”
Appears in 1 contract
Samples: Sanofi
per Share. On December 20, 2019, the last full day of trading before commencement of the Offer, the reported closing sales price of the Shares on NASDAQ was $68.02 per Share. We encourage you to obtain current a recent market quotations quotation for Shares before deciding whether to tender your Shares. See Section 6 — – “Price Range of Shares; Dividends on the Shares.” Have any stockholders already agreed to tender their Shares in the Offer or to otherwise support the Offer? NoYes. Concurrently with entering into the Merger Agreement, Parent and Purchaser entered into Support Agreements with certain stockholders (each a “Tendering Stockholder”), which provide, among other things, that the Tendering Stockholder will tender into the Offer, and not withdraw, all outstanding Shares the Tendering Stockholder owns of record or beneficially (within the meaning of Rule 13d-3 under the Exchange Act). The Support Agreements also provide that the Tendering Stockholder will vote its Shares against alternative corporate transactions and will not solicit or engage in discussions with third parties regarding alternative corporation transactions. The Support Agreements terminate upon the earliest of (i) the mutual written agreement of Parent and the Tendering Stockholder, (ii) the Effective Time and (iii) the valid termination of the Merger Agreement in accordance with its terms. The Tendering Stockholders beneficially owned, in aggregate, 17,481,903 Shares (or approximately 12.6% of all Shares outstanding, including Shares subject to stock options and warrants to purchase Shares, as of the close of business on December 5, 2019 and based on the representation of ArQule in the Merger Agreement). See Section 11 – “The Merger Agreement; Other Agreements –Support Agreements.” Will I have appraisal rights in connection with the Offer? No appraisal rights will be available to you holders of Shares who tender such Shares in connection with the Offer. However, if Purchaser purchases Shares pursuant to the Offer, Offer and the Merger is completed, holders of Shares immediately prior to the Effective Time who (i) did not tender their Shares in the Offer, (ii) follow the procedures set forth in Section 262 of the DGCL and (iii) do not thereafter lose such holders’ appraisal rights (by withdrawal, failure to perfect or otherwise), will be entitled to have their Shares appraised by the Delaware Court of Chancery and to receive payment of the “fair Table of Contents value” of such shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, thereon. The “fair value” could be greater than, less than or the same as the Offer Price. See Section 17 — – “Appraisal Rights.” Whom should I call if I have questions about the Offer? You may call Innisfree M&A IncorporatedX.X. Xxxx & Co. Inc., the information agent for the Offer (the “Information Agent”), toll free at (000) 000-0000. See the back cover of this Offer to Purchase for additional contact information. Table of Contents INTRODUCTION Thunder Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly owned indirect subsidiary of Sanofi, a French société anonyme (“Parent”), is offering to purchase any and all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Synthorx, Inc., a Delaware corporation (the “Company”), at a purchase price of $68.00 per Share in cash (the “Offer Price”) without any interest thereon and net of any applicable withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with this Offer to Purchase, as they may be amended or supplemented from time to time, collectively constitute the “Offer”). The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of December 7, 2019 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Parent and Purchaser, pursuant to which, unless otherwise agreed by the Company, Parent and Purchaser, at 8:00 a.m., Eastern Time, on the same date as the consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will merge with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), upon the terms and subject to the conditions set forth in the Merger Agreement, with the Company continuing as the surviving corporation (the “Surviving Corporation”) and becoming a wholly owned indirect subsidiary of Parent (the “Merger”). In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than (i) Shares owned by Purchaser, Parent, or any direct or indirect wholly owned subsidiary of Parent immediately prior to the Effective Time, (ii) Shares owned by the Company (or held in the Company’s treasury), (iii) Shares irrevocably accepted for purchase in the Offer or (iv) Shares held by any stockholder who is entitled to demand appraisal and has properly exercised and perfected a demand for appraisal of such Shares pursuant to, and who has complied in all respects with, Section 262 of the DGCL and who, as of the Effective Time, has neither effectively withdrawn nor lost such stockholder’s rights to such appraisal and payment under the DGCL with respect to such Shares) will be converted into the right to receive an amount in cash equal to the Offer Price, without any interest thereon and net of any applicable withholding taxes. Under no circumstances will interest be paid on the purchase price for the Shares, regardless of any extension of the Offer or any delay in making payment for the Shares. The Merger Agreement is more fully described in Section 11 — “The Merger Agreement; Other Agreements.” Tendering stockholders who are the holders of record of their Shares and who tender directly to the Depositary (as defined above in the “Summary Term Sheet”) will not be obligated to pay brokerage fees or commissions or, as provided in Section 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions. The Company Board has unanimously: (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are advisable and fair to, and in the best interest of, the Company and its stockholders; (ii) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Offer and the Merger; (iii) agreed that the Merger shall be effected under Section 251(h) and other relevant provisions of the DGCL; and (iv) resolved to recommend that the stockholders of the Company tender their Shares to Purchaser pursuant to the Offer. More complete descriptions of the Company Board’s reasons for recommending that the Company’s stockholders accept the Offer and tender their Shares to Purchaser pursuant to the Offer, and for authorizing and approving the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger (the “Transactions”), are set forth in the Company’s Solicitation/Recommendation Statement on the Schedule 14D-9 (the “Schedule 14D-9”) that is being mailed to you together with this Offer to Purchase. Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth in Item 4 under the sub-headings “Background of Offer and Merger” and “Reasons for Recommendation.”
Appears in 1 contract
Samples: Merck & Co., Inc.
per Share. On December 20, 2019, During the last full day of trading before commencement pendency of the Offer, the reported closing sales price of the Shares on NASDAQ was $68.02 per Share. We encourage you to obtain current market NAV quotations for Shares before deciding whether to tender your Shares. See Section 6 — “Price Range of Shares; Dividends on the Shares.” Have any stockholders already agreed to tender their Shares in the Offer can be obtained from Credit Suisse Asset Management--Investor Relations, by calling (800) 293-1232, or to otherwise support the Offer? No. Will I have appraisal rights in connection with the Offer? No appraisal rights will be available to you in connection with the Offer. However, if Purchaser purchases Shares pursuant to the Offer, and the Merger is completed, holders of Shares immediately prior to the Effective Time who (i) did not tender their Shares in the Offer, (ii) follow the procedures set forth in Section 262 of the DGCL and (iii) do not thereafter lose such holders’ appraisal rights (by withdrawal, failure to perfect or otherwise), will be entitled to have their Shares appraised by the Delaware Court of Chancery and to receive payment of the “fair Table of Contents value” of such shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, thereon. The “fair value” could be greater than, less than or the same as the Offer Price. See Section 17 — “Appraisal Rights.” Whom should I call if I have questions about the Offer? You may call Innisfree M&A Incorporated, the information agent for the Offer (the “Information Agent”), toll free at (000) 000-0000. See the back cover of this Offer to Purchase for additional contact information. Table of Contents INTRODUCTION Thunder Acquisition Corp.wxx.xxxxxxxxx.xom, a Delaware corporation (“Purchaser”) and a wholly owned indirect subsidiary of Sanofi, a French société anonyme (“Parent”), is offering to purchase any and all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Synthorx, Inc., a Delaware corporation (the “Company”), at a purchase price of $68.00 per Share in cash (the “Offer Price”) without any interest thereon and net of any applicable withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with this Offer to Purchase, as they may be amended or supplemented from time to time, collectively constitute the “Offer”)wexxxxx xxxxxxxxx xnformation for closed-end funds managed by CSAM. The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of December 7, 2019 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Parent and Purchaser, pursuant to which, unless otherwise agreed by the Company, Parent and Purchaser, at 8:00 a.m., Eastern Time, on the same date as the consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will merge with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), upon the terms and subject to the conditions set forth in the Merger Agreement, with the Company continuing as the surviving corporation (the “Surviving Corporation”) and becoming a wholly owned indirect subsidiary of Parent (the “Merger”). In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than (i) Shares owned by Purchaser, Parent, or any direct or indirect wholly owned subsidiary of Parent immediately prior to the Effective Time, (ii) Shares owned by the Company (or held in the Company’s treasury), (iii) Shares irrevocably accepted for purchase in the Offer or (iv) Shares held by any stockholder who is entitled to demand appraisal and has properly exercised and perfected a demand for appraisal of such Shares pursuant to, and who has complied in all respects with, Section 262 of the DGCL and who, as of the Effective Time, has neither effectively withdrawn nor lost such stockholder’s rights to such appraisal and payment under the DGCL with respect to such Shares) will be converted into the right to receive an amount in cash equal to the Offer Price, without any interest thereon and net of any applicable withholding taxes. Under no circumstances will interest be paid on the purchase price for the Shares, regardless of any extension of the Offer or any delay in making payment for the Shares. The Merger Agreement is more fully described in Section 11 — “The Merger Agreement; Other Agreements.” Tendering stockholders who are the holders of record of their Shares and who tender directly to the Depositary (as defined above in the “Summary Term Sheet”) shareholders will not be obligated obliged to pay brokerage fees or commissions or, except as provided set forth in Section 6 Instruction 7 of the Letter of Transmittal, stock transfer taxes with respect to on the purchase of Shares by Purchaser the Fund pursuant to the Offer. Stockholders The Fund will pay all charges and expenses of EquiServe Trust Company, N.A. (the "Depositary") and Georgeson Shareholders Xxxxxxxxxtion Inc. (the "Information Agent"). The Fund has mailed materials for the Offer to record holders on or about October 24, 2001. THIS OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE SECTION 4. IMPORTANT INFORMATION Shareholders who hold desire to tender their Shares through a should either: (1) properly complete and sign the Letter of Transmittal, provide thereon the original of any required signature guarantee(s) and mail or deliver it together with the Shares (in proper certificated or uncertificated form) and any other documents required by the Letter of Transmittal; or (2) request their broker, banker dealer, commercial bank, trust company or other nominee should consult to effect the transaction on their behalf. Shareholders who desire to tender Shares registered in the name of such institution as a firm must contact that firm to whether it charges any service fees or commissionseffect a tender on their behalf. Tendering shareholders will not be obligated to pay brokerage commissions in connection with their tender of Shares, but they may be charged a fee by such a firm for processing the tender(s). The Company Board has unanimouslyFund reserves the absolute right to reject tenders determined not to be in appropriate form. If you do not wish to tender your Shares, you need not take any action. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS NOR CREDIT SUISSE ASSET MANAGEMENT, LLC, THE FUND'S INVESTMENT ADVISOR ("CSAM"), MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE FUND, ITS BOARD OF DIRECTORS OR CSAM AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER OR TO MAKE ANY REPRESENTATION OR TO GIVE ANY INFORMATION IN CONNECTION WITH THE OFFER OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. IF MADE OR GIVEN, ANY SUCH RECOMMENDATION, REPRESENTATION OR INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, ITS BOARD OF DIRECTORS OR CSAM. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISERS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES. EQUISERVE TRUST COMPANY, N.A., DEPOSITARY BY REGISTERED, CERTIFIED OR EXPRESS MAIL OR OVERNIGHT COURIER: EquiServe Trust Company, N.A. Attn: Corporate Actions 40 Campanelli Drive XX XXXXX XXXXX XAIL: Braintree, MA 02184 BY HAND: EquiServe Trust Company, N.A. Securities Transfer & Attn: Corporate Actions Reporting Services, Inc. P.O. Box 43025 c/o EquiServe Trust Company, N.A. Providence, RI 02940-3000 100 William Street, Galxxxxx Xxx York, NY 10038 GEORGESON SHAREHOLDER CXXXXXXXXXIONS INC. INFORMATION AGENT TELEPHONE NUMBER: (i800) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are advisable and fair to, and in the best interest of, the Company and its stockholders; (ii) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Offer and the Merger; (iii) agreed that the Merger shall be effected under Section 251(h) and other relevant provisions of the DGCL; and (iv) resolved to recommend that the stockholders of the Company tender their Shares to Purchaser pursuant to the Offer. More complete descriptions of the Company Board’s reasons for recommending that the Company’s stockholders accept the Offer and tender their Shares to Purchaser pursuant to the Offer, and for authorizing and approving the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger (the “Transactions”), are set forth in the Company’s Solicitation/Recommendation Statement on the Schedule 14D-9 (the “Schedule 14D-9”) that is being mailed to you together with this Offer to Purchase. Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth in Item 4 under the sub498-headings “Background of Offer and Merger” and “Reasons for Recommendation.”2621 TABLE OF CONTENTS PAGE -----
Appears in 1 contract
Samples: Latin America Equity Fund Inc /Md
per Share. On December 20, 2019, The Private Placement Warrants are substantially similar to the last full day of trading before commencement of the Offer, the reported closing sales price of the Shares on NASDAQ was $68.02 per Share. We encourage you to obtain current market quotations for Shares before deciding whether to tender your Shares. See Section 6 — “Price Range of Shares; Dividends on the Shares.” Have any stockholders already agreed to tender their Shares Warrants included in the Offer or to otherwise support the Offer? No. Will I have appraisal rights in connection with the Offer? No appraisal rights will be available to you in connection with the Offer. HoweverUnits, if Purchaser purchases Shares pursuant to the Offer, and the Merger is completed, holders of Shares immediately prior to the Effective Time who (i) did not tender their Shares except as described in the Offer, (ii) follow the procedures set forth in Section 262 Time of the DGCL and (iii) do not thereafter lose such holders’ appraisal rights (by withdrawal, failure to perfect or otherwise), will be entitled to have their Shares appraised by the Delaware Court of Chancery and to receive payment of the “fair Table of Contents value” of such shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, thereonSale Prospectus. The “fair value” could be greater than, less than or the same as the Offer Price. See Section 17 — “Appraisal Rights.” Whom should I call if I have questions about the Offer? You may call Innisfree M&A Incorporated, the information agent for the Offer (the “Information Agent”), toll free at (000) 000-0000. See the back cover of this Offer to Purchase for additional contact information. Table of Contents INTRODUCTION Thunder Acquisition Corp., Company has entered into a Delaware corporation (“Purchaser”) and a wholly owned indirect subsidiary of Sanofi, a French société anonyme (“Parent”), is offering to purchase any and all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Synthorx, Inc., a Delaware corporation (the “Company”), at a purchase price of $68.00 per Share in cash (the “Offer Price”) without any interest thereon and net of any applicable withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with this Offer to Purchase, as they may be amended or supplemented from time to time, collectively constitute the “Offer”). The Offer is being made pursuant to an Agreement and Plan of MergerRegistration Rights Agreement, dated as of December 7[•], 2019 2022, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (as it may be amended from time to time, the “Merger Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Shares underlying the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered a letter agreement, dated as of [•], 2022, by and among the Sponsor and each of the Company’s officers and directors, Parent and Purchasersubstantially in the form filed as Exhibit 10.8 to the Registration Statement (the “Insider Letter”). The Company has filed with the Commission a registration statement, including a prospectus, relating to the Securities. The registration statement as amended at the time it becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to which, unless otherwise agreed by Rule 430A under the Company, Parent and Purchaser, at 8:00 a.m., Eastern Time, on the same date as the consummation Securities Act of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will merge with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware1933, as amended (the “DGCLSecurities Act”), upon is hereinafter referred to as the terms and subject “Registration Statement”; the prospectus in the form first used to confirm sales of Securities (or in the form first made available to the conditions set forth in the Merger Agreement, with Underwriters by the Company continuing to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the surviving corporation “Prospectus.” If the Company has filed an abbreviated registration statement to register additional Units pursuant to Rule 462(b) under the Securities Act (the “Surviving Corporation”) and becoming a wholly owned indirect subsidiary of Parent (the “Merger”). In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than (i) Shares owned by Purchaser, Parent, or any direct or indirect wholly owned subsidiary of Parent immediately prior to the Effective Time, (ii) Shares owned by the Company (or held in the Company’s treasury), (iii) Shares irrevocably accepted for purchase in the Offer or (iv) Shares held by any stockholder who is entitled to demand appraisal and has properly exercised and perfected a demand for appraisal of such Shares pursuant to, and who has complied in all respects with, Section 262 of the DGCL and who, as of the Effective Time, has neither effectively withdrawn nor lost such stockholder’s rights to such appraisal and payment under the DGCL with respect to such Shares) will be converted into the right to receive an amount in cash equal to the Offer Price, without any interest thereon and net of any applicable withholding taxes. Under no circumstances will interest be paid on the purchase price for the Shares, regardless of any extension of the Offer or any delay in making payment for the Shares. The Merger Agreement is more fully described in Section 11 — “The Merger Agreement; Other Agreements.” Tendering stockholders who are the holders of record of their Shares and who tender directly to the Depositary (as defined above in the “Summary Term Sheet”) will not be obligated to pay brokerage fees or commissions or, as provided in Section 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions. The Company Board has unanimously: (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are advisable and fair to, and in the best interest of, the Company and its stockholders; (ii) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Offer and the Merger; (iii) agreed that the Merger shall be effected under Section 251(h) and other relevant provisions of the DGCL; and (iv) resolved to recommend that the stockholders of the Company tender their Shares to Purchaser pursuant to the Offer. More complete descriptions of the Company Board’s reasons for recommending that the Company’s stockholders accept the Offer and tender their Shares to Purchaser pursuant to the Offer, and for authorizing and approving the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger (the “TransactionsRule 462 Registration Statement”), are set forth in then any reference herein to the Company’s Solicitation/Recommendation Statement on the Schedule 14D-9 (the term “Schedule 14D-9”) that is being mailed Registration Statement” shall be deemed to you together with this Offer to Purchase. Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth in Item 4 under the sub-headings “Background of Offer and Merger” and “Reasons for Recommendationinclude such Rule 462 Registration Statement.”
Appears in 1 contract
per Share. On December 20, 2019, the last full day of trading before commencement of the Offer, the reported closing sales price of the Shares on NASDAQ was $68.02 per Share. We encourage you to obtain current a recent market quotations quotation for Shares before deciding whether to tender your Shares. See Section 6 — – “Price Range of Shares; Dividends on the SharesDividends.” Have any stockholders already agreed to tender their Shares in the Offer or to otherwise support the Offer? NoYes. Concurrently with entering into the Merger Agreement, Xxxxx and Purchaser entered into Tender and Support Agreements with each of the Supporting Stockholders (as defined below in Section 11 – “The Merger Agreement; Other Agreements – Tender and Support Agreements”), which provide, among other things, that each Supporting Stockholder will tender into the Offer, and not withdraw, all outstanding Shares such Supporting Stockholder owns of record or beneficially (within the meaning of Rule 13d-3 under the Exchange Act). The Tender and Support Agreements also provide that the Supporting Stockholders will vote their Shares against certain alternative corporate transactions. The Tender and Support Agreements terminate upon the earliest of (i) the valid termination of the Merger Agreement, (ii) the Effective Time or (iii) the date on which any amendment to the Merger Agreement that adversely affects in any material respect the anticipated benefits to be derived by the Supporting Stockholder as a result of the transactions contemplated by the Merger Agreement is executed and delivered. The Supporting Stockholders collectively beneficially owned, in the aggregate, 6,694,843 Shares (or approximately 34.7 % of all Shares outstanding as of January 12, 2017). See Section 11 – “The Merger Agreement; Other Agreements – Tender and Support Agreements.” Table of Contents Will I have appraisal rights in connection with the Offer? No appraisal rights will be available to you in connection with the Offer. However, if Purchaser purchases Shares pursuant to the Offer, Offer and the Merger is completed, holders of Shares immediately prior to the Effective Time who (i) did not tender their Shares in the Offer, (ii) follow the procedures set forth in Section 262 of the DGCL and (iii) do not thereafter lose such holders’ appraisal rights (by withdrawal, failure to perfect or otherwise), will be entitled to have their Shares appraised by the Delaware Court of Chancery and to receive payment of the “fair Table of Contents value” of such shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, thereon. The “fair value” could be greater than, less than or the same as the Offer Price. See Section 17 — – “Appraisal Rights.” Whom should I call if I have questions about the Offer? You may call Innisfree M&A IncorporatedXxxxxxxxx LLC, the information agent for the Offer (the “Information Agent”), toll free at (0-000) -000-0000. See the back cover of this Offer to Purchase for additional contact information. Table of Contents INTRODUCTION Thunder ProCar Acquisition Corp.Corporation, a Delaware corporation (“Purchaser”) and a wholly wholly-owned indirect subsidiary of SanofiXxx Xxxxx and Company, a French société anonyme an Indiana corporation (“ParentLilly”), is offering to purchase any and all of the outstanding shares of common stock, par value value, $0.001 per share (the “Shares”), of SynthorxCoLucid Pharmaceuticals, Inc., a Delaware corporation (the “CompanyCoLucid”), at a purchase price of $68.00 46.50 per Share in cash (the “Offer Price”) ), net to the seller in cash, without any interest thereon and net of subject to any applicable withholding taxesrequired tax withholding, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with this Offer to Purchase, as they may be amended or supplemented from time to time, collectively constitute the “Offer”). The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of December 7January 17, 2019 2017 (as it may be amended from time to time, the “Merger Agreement”), by and among the CompanyCoLucid, Parent Lilly and Purchaser, pursuant to which, unless otherwise agreed by the Company, Parent and Purchaser, at 8:00 a.m., Eastern Time, on the same date as the after consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will merge with and into the Company CoLucid pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), upon the terms and subject to the conditions set forth in the Merger Agreement, with the Company CoLucid continuing as the surviving corporation (the “Surviving Corporation”) and becoming a wholly wholly-owned indirect subsidiary of Parent Lilly (the “Merger”). In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than (i) Shares owned by Purchaser, ParentLilly, CoLucid (or held in CoLucid’s treasury) or any direct or indirect wholly wholly-owned subsidiary of Parent Lilly immediately prior to the Effective Time, or (ii) Shares owned by the Company (or held in the Company’s treasury), (iii) Shares irrevocably accepted for purchase in the Offer or (iv) Shares held by any stockholder who that is entitled to demand appraisal and has properly exercised and perfected a demand for demands appraisal of such Shares pursuant to, and who has complied complies in all respects with, Section 262 of the DGCL and who, as of the Effective Time, has neither effectively withdrawn nor lost such stockholder’s rights to such appraisal and payment under the DGCL with respect to such Shares) will be converted into the right to receive an amount in cash equal to the Offer Price, without any interest thereon and net of subject to any applicable required tax withholding taxes(the “Merger Consideration”). Under no circumstances will interest be paid on the purchase price for the Shares, regardless of any extension of the Offer or any delay in making payment for the Shares. The Merger Agreement is more fully described in Section 11 — – “The Merger Agreement; Other Agreements.” Tendering stockholders who are the holders of record owners of their Shares and who tender directly to the Depositary (as defined above in the “Summary Term Sheet”) will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Section 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions. The Company CoLucid Board (upon the unanimous recommendation of a special committee of board members (the “CoLucid Special Committee”)) has unanimously: (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are advisable and fair to, to and in the best interest of, the Company interests of CoLucid and its stockholders; (ii) approved and declared advisable the Offer and the Merger and the execution, delivery and performance by CoLucid of the Merger Agreement and the consummation of the transactions contemplated thereby; (iii) approved the execution, delivery and performance by the Company CoLucid of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Offer and the Merger; (iiiiv) agreed resolved that the Merger Agreement and the Merger shall be governed by and effected under Section 251(h) and other relevant provisions of the DGCL; and (ivv) resolved to recommend that the stockholders of the Company tender their Shares to Purchaser pursuant to the Offer. More complete descriptions of the Company Board’s reasons for recommending that the Company’s stockholders CoLucid accept the Offer and tender their Shares to Purchaser pursuant to the OfferOffer (such recommendation, the “CoLucid Board Recommendation”). More complete descriptions of the CoLucid Special Committee’s reasons for recommending, and the CoLucid Board’s reasons for authorizing and approving approving, the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger (the “Transactions”)Merger, are set forth in the CompanyCoLucid’s Solicitation/Recommendation Statement on the Schedule 14D-9 (the “Schedule 14D-9”) that is being mailed to you together with this Offer to Purchase. Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth in Item 4 under the sub-headings “Background of Offer and Mergerthe Offer” and “Reasons for Recommendationthe Recommendation of the Special Committee and the Board.”
Appears in 1 contract
Samples: Merger Agreement (Lilly Eli & Co)
per Share. On December 20, 2019, The offering shall terminate on the last full day of trading before commencement earlier of the Offer, the reported closing sales price sale of all of the Shares on NASDAQ was $68.02 per Shareoffered or September 30, 2001 unless extended by the Company, in its sole discretion (as so extended, the "Termination Date"). We encourage you The undersigned (hereinafter referred to obtain current market quotations as the "Subscriber") hereby subscribes for the number of Shares before deciding whether to tender your Shares. See Section 6 — “Price Range of Shares; Dividends set forth on the Shares.” Have any stockholders already agreed signature pages hereof (page 14 for an individual and joint purchasers and pages 15 and 17 for Corporations, Trusts and Partnerships). The entire purchase price is due and payable upon the execution of this Subscription Agreement, and unless otherwise mutually agreed, shall be paid by check, subject to tender their collection, to the order of "HIV-VAC, Inc." The Shares may be converted by the Subscriber by surrendering to the Escrow Agent, as set forth in the Offer Escrow Agreement of an even date herewith, a duly executed and completed notice (the "Conversion Notice") in the form attached hereto as Exhibit A. The Company shall have the right to reject this subscription in whole or in part. In order to otherwise support participate in this Offering, prospective investors are required to complete, sign and return to the Offer? No. Will I have appraisal rights Company, at its address above, Attn: Kevxx X. Xxxxxx: (i) two signed copies of the Subscription Agreement and all other documents required to be executed in connection with the Offer? No appraisal rights issuance of the Shares (the "Subscription Documents") and (ii) payment by check to the order of "HIV-VAC, Inc." At closing, the Company will cause to be issued to each Subscriber the Shares and deliver them to the Subscriber at the address appearing on the signature page of this Subscription Agreement. 2 Acceptance of subscriptions will be available to you in connection with evidenced by the Offer. However, if Purchaser purchases Shares pursuant to the OfferCompany's execution of a copy of each Subscriber's Subscription Agreement, and the Merger is completed, holders of Shares immediately prior transmittal thereof to the Effective Time who (i) did not tender their Shares in the Offer, (ii) follow the procedures set forth in Section 262 of the DGCL and (iii) do not thereafter lose such holders’ appraisal rights (by withdrawal, failure to perfect or otherwise), will be entitled to have their Shares appraised by the Delaware Court of Chancery and to receive payment of the “fair Table of Contents value” of such shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, thereonSubscriber. The “fair value” could be greater than, less than Company reserves the right to limit or the same as the Offer Price. See Section 17 — “Appraisal Rights.” Whom should I call if I have questions about the Offer? You may call Innisfree M&A Incorporated, the information agent reject subscriptions for the Offer (the “Information Agent”), toll free at (000) 000-0000. See the back cover of this Offer to Purchase for additional contact information. Table of Contents INTRODUCTION Thunder Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly owned indirect subsidiary of Sanofi, a French société anonyme (“Parent”), is offering to purchase any and all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Synthorx, Inc., a Delaware corporation (the “Company”), at a purchase price of $68.00 per Share in cash (the “Offer Price”) without any interest thereon and net of any applicable withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with this Offer to Purchase, as they may be amended or supplemented from time to time, collectively constitute the “Offer”)reason. The Offer is being made pursuant to an Agreement and Plan undersigned acknowledges that the Shares will not be registered under the Securities Act of Merger, dated as of December 7, 2019 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Parent and Purchaser, pursuant to which, unless otherwise agreed by the Company, Parent and Purchaser, at 8:00 a.m., Eastern Time, on the same date as the consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will merge with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware1933, as amended (the “DGCL”"1933 Act"), upon or the terms securities laws of any State, that absent an exemption from registration contained in those laws, the issuance and subject to the conditions set forth in the Merger Agreement, with the Company continuing as the surviving corporation (the “Surviving Corporation”) and becoming a wholly owned indirect subsidiary of Parent (the “Merger”). In the Merger, each Share issued and outstanding immediately prior to the effective time sale of the Merger (the “Effective Time”) (other than (i) Shares owned by Purchaser, Parent, or any direct or indirect wholly owned subsidiary of Parent immediately prior to the Effective Time, (ii) Shares owned by the Company (or held in the Company’s treasury), (iii) Shares irrevocably accepted for purchase in the Offer or (iv) Shares held by any stockholder who is entitled to demand appraisal and has properly exercised and perfected a demand for appraisal of such Shares pursuant towould require registration, and who has complied in all respects with, Section 262 of the DGCL and who, as of the Effective Time, has neither effectively withdrawn nor lost such stockholder’s rights to such appraisal and payment under the DGCL with respect to such Shares) will be converted into the right to receive an amount in cash equal to the Offer Price, without any interest thereon and net of any applicable withholding taxes. Under no circumstances will interest be paid on the purchase price for the Shares, regardless of any extension of the Offer or any delay in making payment for the Shares. The Merger Agreement is more fully described in Section 11 — “The Merger Agreement; Other Agreements.” Tendering stockholders who are the holders of record of their Shares and who tender directly to the Depositary (as defined above in the “Summary Term Sheet”) will not be obligated to pay brokerage fees or commissions or, as provided in Section 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions. The Company Board has unanimously: (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are advisable and fair to, and in the best interest of, the Company and its stockholders; (ii) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Offer and the Merger; (iii) agreed that the Merger shall be effected under Section 251(h) and other relevant provisions of the DGCL; and (iv) resolved to recommend that the stockholders of the Company tender their Shares to Purchaser pursuant to the Offer. More complete descriptions of the Company Board’s reasons for recommending that the Company’s stockholders accept 's reliance upon any such exemption is invariably based upon the Offer and tender their Shares to Purchaser pursuant to the Offerundersigned's representations, warranties, and for authorizing and approving the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger (the “Transactions”), are set forth agreements contained in the Company’s Solicitation/Recommendation Statement on the Schedule 14D-9 (the “Schedule 14D-9”) that is being mailed to you together with this Offer to Purchase. Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth in Item 4 under the sub-headings “Background of Offer and Merger” and “Reasons for RecommendationSubscription Agreement.”
Appears in 1 contract
Samples: Subscription Agreement (Hiv Vac Inc)
per Share. On December 20, 2019, The Private Placement Warrants are substantially similar to the last full day of trading before commencement of the Offer, the reported closing sales price of the Shares on NASDAQ was $68.02 per Share. We encourage you to obtain current market quotations for Shares before deciding whether to tender your Shares. See Section 6 — “Price Range of Shares; Dividends on the Shares.” Have any stockholders already agreed to tender their Shares Warrants included in the Offer or to otherwise support the Offer? No. Will I have appraisal rights in connection with the Offer? No appraisal rights will be available to you in connection with the Offer. HoweverUnits, if Purchaser purchases Shares pursuant to the Offer, and the Merger is completed, holders of Shares immediately prior to the Effective Time who (i) did not tender their Shares except as described in the Offer, (ii) follow the procedures set forth in Section 262 Time of the DGCL and (iii) do not thereafter lose such holders’ appraisal rights (by withdrawal, failure to perfect or otherwise), will be entitled to have their Shares appraised by the Delaware Court of Chancery and to receive payment of the “fair Table of Contents value” of such shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, thereonSale Prospectus. The “fair value” could be greater than, less than or the same as the Offer Price. See Section 17 — “Appraisal Rights.” Whom should I call if I have questions about the Offer? You may call Innisfree M&A Incorporated, the information agent for the Offer (the “Information Agent”), toll free at (000) 000-0000. See the back cover of this Offer to Purchase for additional contact information. Table of Contents INTRODUCTION Thunder Acquisition Corp., Company has entered into a Delaware corporation (“Purchaser”) and a wholly owned indirect subsidiary of Sanofi, a French société anonyme (“Parent”), is offering to purchase any and all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Synthorx, Inc., a Delaware corporation (the “Company”), at a purchase price of $68.00 per Share in cash (the “Offer Price”) without any interest thereon and net of any applicable withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with this Offer to Purchase, as they may be amended or supplemented from time to time, collectively constitute the “Offer”). The Offer is being made pursuant to an Agreement and Plan of MergerRegistration Rights Agreement, dated as of December 7[•], 2019 with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (as it may be amended from time to time, the “Merger Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Shares underlying the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered a letter agreement, dated as of [•], by and among the Sponsor and each of the Company’s officers and directors, Parent substantially in the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has filed with the Securities and PurchaserExchange Commission (the “Commission”) a registration statement, including a prospectus, relating to the Securities. The registration statement as amended at the time it becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to which, unless otherwise agreed by Rule 430A under the Company, Parent and Purchaser, at 8:00 a.m., Eastern Time, on the same date as the consummation Securities Act of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will merge with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware1933, as amended (the “DGCLSecurities Act”), upon is hereinafter referred to as the terms and subject “Registration Statement”; the prospectus in the form first used to confirm sales of Securities (or in the form first made available to the conditions set forth in the Merger Agreement, with Underwriters by the Company continuing to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the surviving corporation “Prospectus.” If the Company has filed an abbreviated registration statement to register additional Units pursuant to Rule 462(b) under the Securities Act (the “Surviving Corporation”) and becoming a wholly owned indirect subsidiary of Parent (the “Merger”). In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than (i) Shares owned by Purchaser, Parent, or any direct or indirect wholly owned subsidiary of Parent immediately prior to the Effective Time, (ii) Shares owned by the Company (or held in the Company’s treasury), (iii) Shares irrevocably accepted for purchase in the Offer or (iv) Shares held by any stockholder who is entitled to demand appraisal and has properly exercised and perfected a demand for appraisal of such Shares pursuant to, and who has complied in all respects with, Section 262 of the DGCL and who, as of the Effective Time, has neither effectively withdrawn nor lost such stockholder’s rights to such appraisal and payment under the DGCL with respect to such Shares) will be converted into the right to receive an amount in cash equal to the Offer Price, without any interest thereon and net of any applicable withholding taxes. Under no circumstances will interest be paid on the purchase price for the Shares, regardless of any extension of the Offer or any delay in making payment for the Shares. The Merger Agreement is more fully described in Section 11 — “The Merger Agreement; Other Agreements.” Tendering stockholders who are the holders of record of their Shares and who tender directly to the Depositary (as defined above in the “Summary Term Sheet”) will not be obligated to pay brokerage fees or commissions or, as provided in Section 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions. The Company Board has unanimously: (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are advisable and fair to, and in the best interest of, the Company and its stockholders; (ii) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Offer and the Merger; (iii) agreed that the Merger shall be effected under Section 251(h) and other relevant provisions of the DGCL; and (iv) resolved to recommend that the stockholders of the Company tender their Shares to Purchaser pursuant to the Offer. More complete descriptions of the Company Board’s reasons for recommending that the Company’s stockholders accept the Offer and tender their Shares to Purchaser pursuant to the Offer, and for authorizing and approving the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger (the “TransactionsRule 462 Registration Statement”), are set forth in then any reference herein to the Company’s Solicitation/Recommendation Statement on the Schedule 14D-9 (the term “Schedule 14D-9”) that is being mailed Registration Statement” shall be deemed to you together with this Offer to Purchase. Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth in Item 4 under the sub-headings “Background of Offer and Merger” and “Reasons for Recommendationinclude such Rule 462 Registration Statement.”
Appears in 1 contract
Samples: DHB Capital Corp.
per Share. On December 20March 3, 20192021, the last full day of trading before commencement of the Offer, the reported closing sales price of the Shares on NASDAQ Nasdaq was $68.02 61.63 per Share. We encourage you to obtain current a recent market quotations quotation for Shares before deciding whether to tender your Shares. See Section 6 — “Price 6—“Price Range of Shares; Dividends on the Shares.” Have any stockholders already agreed to tender their Shares in the Offer or to otherwise support the Offer? NoYes. Concurrently with entering into the Merger Agreement, Parent and Purchaser entered into Tender and Support Agreements (the “Support Agreements”) with certain stockholders (each a “Tendering Stockholder”), which provide, among other things, that the Tendering Stockholder will tender into the Offer, and not withdraw, his, her or its Shares subject to such Support Agreement (the “Covered Shares”). The Support Agreements also provide that the Tendering Stockholder will vote its Shares against alternative corporate transactions and will not solicit or engage in discussions with third parties regarding alternative corporation transactions. The Support Agreements generally terminate upon the earliest of (i) the mutual written agreement of Parent and the Tendering Stockholder, (ii) the Effective Time and (iii) the valid termination of the Merger Agreement in accordance with its terms. As of February 24, 2021, the Covered Shares represent approximately 39.99% of all Shares outstanding. See Section 11—“The Merger Agreement; Other Agreements—Support Agreements.” Will I have appraisal rights in connection with the Offer? No appraisal rights will be available to you holders of Shares who tender such Shares in connection with the Offer. However, if Purchaser purchases Shares pursuant to the Offer, Offer and the Merger is completed, holders of Shares immediately prior to the Effective Time who (i) did not tender their Shares in the Offer, (ii) follow the procedures set forth in Section 262 of the DGCL and (iii) do not thereafter lose such holders’ appraisal rights (by withdrawal, failure to perfect or otherwise), will be entitled to have their Shares appraised by the Delaware Court of Chancery and to receive payment of the “fair Table of Contents value” of such shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, thereon. The “fair value” could be greater than, less than or the same as the Offer Price. See Section 17 — “Appraisal 17—“Appraisal Rights.” Whom should I call if I have questions about the Offer? You may call Innisfree M&A IncorporatedX.X. Xxxx & Co. Inc., the information agent for the Offer (the “Information Agent”), toll free at (000) 000-0000. See the back cover of this Offer to Purchase for additional contact information. Table of Contents INTRODUCTION Thunder Acquisition Corp.Panama Merger Sub, Inc., a Delaware corporation (“Purchaser”) and a wholly wholly-owned indirect subsidiary of SanofiMerck Sharp & Dohme Corp., a French société anonyme New Jersey corporation (“Parent”), is offering to purchase any and all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of SynthorxPandion Therapeutics, Inc., a Delaware corporation (the “CompanyPandion”), at a purchase price of $68.00 60.00 per Share in cash (the “Offer Price”) ), net to the seller in cash, without any interest thereon and net of less any applicable withholding taxestax withholding, upon the terms and subject to the conditions set forth in this Offer to Purchase (as it may be amended, supplemented or otherwise modified from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (as it may be amended, supplemented or otherwise modified from time to time, the “Letter of Transmittal”) which, together with this Offer to Purchase, as they may be amended amended, supplemented or supplemented otherwise modified from time to time, collectively constitute the “Offer”). The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of December 7February 24, 2019 2021 (as it may be amended amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the CompanyPandion, Parent and Purchaser, pursuant to which, unless otherwise agreed by the Company, Parent and Purchaser, at 8:00 a.m., Eastern Time, on the same date as the after consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will merge with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), Pandion upon the terms and subject to the conditions set forth in the Merger Agreement, with the Company Pandion continuing as the surviving corporation (the “Surviving Corporation”) and becoming a wholly wholly-owned indirect subsidiary of Parent (the “Merger”). The Merger will be governed by Section 251(h) of the Delaware General Corporation Law (the “DGCL”) and will be effected by Purchaser and Pandion without a stockholder vote pursuant to the DGCL as soon as practicable following the consummation of the Offer. In the Merger, each outstanding Share issued and outstanding (other than (i) the Shares held in the treasury of Pandion or owned by Parent or Purchaser or any of their respective direct or indirect wholly-owned subsidiaries or any of their respective direct or indirect wholly-owned subsidiaries immediately prior to the effective time of the Merger (the “Effective Time”) (other than (i) Shares owned by Purchaser, Parent, or any direct or indirect wholly owned subsidiary of Parent immediately prior to the Effective Time, and (ii) Shares owned by as to which appraisal rights have been perfected in accordance with the Company (or held in the Company’s treasury), (iii) Shares irrevocably accepted for purchase in the Offer or (iv) Shares held by any stockholder who is entitled to demand appraisal and has properly exercised and perfected a demand for appraisal of such Shares pursuant to, and who has complied in all respects with, Section 262 of the DGCL and who, as of the Effective Time, has neither effectively withdrawn nor lost such stockholder’s rights to such appraisal and payment under the DGCL with respect to such SharesDGCL) will be cancelled and converted into the right to receive an amount in cash equal to the Offer Price, without interest (the “Merger Consideration”), less any interest thereon applicable tax withholding. Immediately prior to the Effective Time, all outstanding Pandion stock options will, to the extent unvested, become fully vested, and net at the Effective Time, each outstanding Pandion stock option will be cancelled and converted into the right to receive an amount of cash (subject to any applicable withholding taxesor other taxes required by applicable law) determined by multiplying (i) the number of Shares subject to such stock option immediately prior to such cancellation by (ii) the excess, if any, of the Merger Consideration over the exercise price per Share subject to such stock option immediately prior to such cancellation, less any applicable tax withholding. Immediately prior to the Effective Time, unless previously exercised by the holder thereof, the outstanding warrant to purchase Shares will be cancelled and the holder thereof will be entitled to receive, in consideration of such cancellation, an amount in respect of each Share for which such warrant is deemed to be cashless exercised in accordance with the terms of the warrant. Under no circumstances will interest be paid on the purchase price for the Shares, regardless including by reason of any extension of the Offer or any delay in making payment for the Shares. The Merger Agreement is more fully described in Section 11 — “The Merger Agreement; Other Agreements.” Tendering stockholders who are the holders of record of their Shares and who tender directly to the Depositary (as defined above in the “Summary Term Sheet”) will not be obligated to pay brokerage fees or commissions or, as provided in Section 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions. The Company Board has unanimously: (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are advisable and fair to, and in the best interest of, the Company and its stockholders; (ii) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Offer and the Merger; (iii) agreed that the Merger shall be effected under Section 251(h) and other relevant provisions of the DGCL; and (iv) resolved to recommend that the stockholders of the Company tender their Shares to Purchaser pursuant to the Offer. More complete descriptions of the Company Board’s reasons for recommending that the Company’s stockholders accept the Offer and tender their Shares to Purchaser pursuant to the Offer, and for authorizing and approving the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger (the “Transactions”), are set forth in the Company’s Solicitation/Recommendation Statement on the Schedule 14D-9 (the “Schedule 14D-9”) that is being mailed to you together with this Offer to Purchase. Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth in Item 4 under the sub-headings “Background of Offer and Merger” and “Reasons for Recommendation.”
Appears in 1 contract
Samples: Merck Sharp & Dohme Corp.
per Share. On December 20, 2019, During the last full day of trading before commencement pendency of the Offer, the reported closing sales price of the Shares on NASDAQ was $68.02 per Share. We encourage you to obtain current market NAV quotations for Shares before deciding whether to tender your Shares. See Section 6 — “Price Range of Shares; Dividends on the Shares.” Have any stockholders already agreed to tender their Shares in the Offer or to otherwise support the Offer? No. Will I have appraisal rights in connection with the Offer? No appraisal rights will can be available to you in connection with the Offer. Howeverobtained from Credit Suisse Asset Management, if Purchaser purchases Shares pursuant to the Offer, and the Merger is completed, holders of Shares immediately prior to the Effective Time who (i) did not tender their Shares in the Offer, (ii) follow the procedures set forth in Section 262 of the DGCL and (iii) do not thereafter lose such holders’ appraisal rights (by withdrawal, failure to perfect or otherwise), will be entitled to have their Shares appraised by the Delaware Court of Chancery and to receive payment of the “fair Table of Contents value” of such shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, thereon. The “fair value” could be greater than, less than or the same as the Offer Price. See Section 17 — “Appraisal Rights.” Whom should I call if I have questions about the Offer? You may call Innisfree M&A Incorporated, the information agent for the Offer (the “Information Agent”), toll free at (000) 000-0000. See the back cover of this Offer to Purchase for additional contact information. Table of Contents INTRODUCTION Thunder Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly owned indirect subsidiary of Sanofi, a French société anonyme (“Parent”), is offering to purchase any and all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Synthorx, Inc., a Delaware corporation (the “Company”), at a purchase price of $68.00 per Share in cash (the “Offer Price”) without any interest thereon and net of any applicable withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with this Offer to Purchase, as they may be amended or supplemented from time to time, collectively constitute the “Offer”). The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of December 7, 2019 (as it may be amended from time to time, the “Merger Agreement”)LLC--Investor Relations, by and among the Companycalling (800) 293-1232, Parent and Purchaserxx xx xxx.xxxxource.cox, pursuant to whichx xxxxxxx xxxxiding information for closed-end funds managed by Credit Suisse Asset Management, unless otherwise agreed by the Company, Parent and Purchaser, at 8:00 a.m., Eastern Time, on the same date as the consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will merge with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), upon the terms and subject to the conditions set forth in the Merger Agreement, with the Company continuing as the surviving corporation (the “Surviving Corporation”) and becoming a wholly owned indirect subsidiary of Parent (the “Merger”)LLC. In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than (i) Shares owned by Purchaser, Parent, or any direct or indirect wholly owned subsidiary of Parent immediately prior to the Effective Time, (ii) Shares owned by the Company (or held in the Company’s treasury), (iii) Shares irrevocably accepted for purchase in the Offer or (iv) Shares held by any stockholder who is entitled to demand appraisal and has properly exercised and perfected a demand for appraisal of such Shares pursuant to, and who has complied in all respects with, Section 262 of the DGCL and who, as of the Effective Time, has neither effectively withdrawn nor lost such stockholder’s rights to such appraisal and payment under the DGCL with respect to such Shares) will be converted into the right to receive an amount in cash equal to the Offer Price, without any interest thereon and net of any applicable withholding taxes. Under no circumstances will interest be paid on the purchase price for the Shares, regardless of any extension of the Offer or any delay in making payment for the Shares. The Merger Agreement is more fully described in Section 11 — “The Merger Agreement; Other Agreements.” Tendering stockholders who are the holders of record of their Shares and who tender directly to the Depositary (as defined above in the “Summary Term Sheet”) shareholders will not be obligated obliged to pay brokerage fees or commissions or, except as provided set forth in Section 6 Instruction 7 of the Letter of Transmittal, stock transfer taxes with respect to on the purchase of Shares by Purchaser the Fund pursuant to the Offer. Stockholders The Fund will pay all charges and expenses of EquiServe Trust Company, N.A. (the "Depositary") and Georgeson Sharehxxxxx Xxxmunications Inc. (the "Information Agent"). The Fund has mailed materials for the Offer to record holders on or about October 8, 2002. THIS OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE SECTION 4. IMPORTANT INFORMATION Shareholders who hold desire to tender their Shares through a should either: (1) properly complete and sign the Letter of Transmittal, provide thereon the original of any required signature guarantee(s) and mail or deliver it together with the Shares (in proper certificated or uncertificated form) and any other documents required by the Letter of Transmittal; or (2) request their broker, banker dealer, commercial bank, trust company or other nominee should consult to effect the transaction on their behalf. Shareholders who desire to tender Shares registered in the name of such institution as a firm must contact that firm to whether it charges any service fees or commissionseffect a tender on their behalf. Tendering shareholders will not be obligated to pay brokerage commissions in connection with their tender of Shares, but they may be charged a fee by such a firm for processing the tender(s). The Company Board has unanimouslyFund reserves the absolute right to reject tenders determined not to be in appropriate form. If you do not wish to tender your Shares, you need not take any action. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS NOR CREDIT SUISSE ASSET MANAGEMENT, LLC, THE FUND'S INVESTMENT ADVISOR ("CSAM"), MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE FUND, ITS BOARD OF DIRECTORS OR CSAM AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER OR TO MAKE ANY REPRESENTATION OR TO GIVE ANY INFORMATION IN CONNECTION WITH THE OFFER OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. IF MADE OR GIVEN, ANY SUCH RECOMMENDATION, REPRESENTATION OR INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, ITS BOARD OF DIRECTORS OR CSAM. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISERS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES. EQUISERVE TRUST COMPANY, N.A., DEPOSITARY BY REGISTERED, CERTIFIED OR EXPRESS MAIL OR OVERNIGHT COURIER: EquiServe Trust Company, N.A. Attn: Corporate Actions 40 Campanelli Drxxx XX XXXXX XXXSS MAIL: Braintree, MA 02184 BY HAND: EquiServe Trust Company, Securities Transfer & N.A. Reporting Services, Inc. Attn: Corporate Actions c/o EquiServe Trust P.O. Box 43025 Company, N.A. Providence, RI 02940-3025 100 William Strexx, Xxxxxxxx New York, NY 10038 GEORGESON SHAREHXXXXX XXXMUNICATIONS INC. INFORMATION AGENT TELEPHONE NUMBER: (i866) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are advisable and fair to, and in the best interest of, the Company and its stockholders; (ii) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Offer and the Merger; (iii) agreed that the Merger shall be effected under Section 251(h) and other relevant provisions of the DGCL; and (iv) resolved to recommend that the stockholders of the Company tender their Shares to Purchaser pursuant to the Offer. More complete descriptions of the Company Board’s reasons for recommending that the Company’s stockholders accept the Offer and tender their Shares to Purchaser pursuant to the Offer, and for authorizing and approving the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger (the “Transactions”), are set forth in the Company’s Solicitation/Recommendation Statement on the Schedule 14D-9 (the “Schedule 14D-9”) that is being mailed to you together with this Offer to Purchase. Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth in Item 4 under the sub883-headings “Background of Offer and Merger” and “Reasons for Recommendation.”7876 TABLE OF CONTENTS
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per Share. On December 20, 2019, the last full day of trading before commencement of the Offer, the reported closing sales price of the Shares on NASDAQ was $68.02 per Share. We encourage you to obtain current a recent market quotations quotation for Shares before deciding whether to tender your Shares. See Section 6 — – “Price Range of Shares; Dividends on the Shares.” Have any stockholders already agreed to tender their Shares in the Offer or to otherwise support the Offer? NoYes. Concurrently with entering into the Merger Agreement, Xxxxx and Purchaser entered into a Tender and Support Agreement with the Supporting Stockholders (both terms as defined below in Section 11 – “The Merger Agreement; Other Agreements – Tender and Support Agreement”), which provides, among other things, that each Supporting Stockholder will tender into the Offer, and not withdraw, all outstanding Shares such Supporting Stockholder owns of record or beneficially (within the meaning of Rule 13d-3 under the Exchange Act). The Tender and Support Agreement also provides that the Supporting Stockholders will vote their Shares against alternative corporate transactions and will not solicit or engage in discussions with third parties regarding alternative corporation transactions. The Tender and Support Agreement terminates upon the earliest of (i) the valid termination of the Merger Agreement in accordance with its terms, (ii) the Effective Time, (iii) the termination of the Tender and Support Agreement by written notice from Lilly or (iv) the date on which any amendment to the Merger Agreement or the Offer is effected without the Supporting Stockholders’ consent that decreases the amount, or changes the form, of consideration payable to all stockholders of ARMO pursuant to the terms of the Merger Agreement. The Supporting Stockholders collectively beneficially owned, in the aggregate, 10,815,051 Shares (or approximately 35.6% of all Shares outstanding as of May 18, 2018). See Section 11 – “The Merger Agreement; Other Agreements – Tender and Support Agreement.” Will I have appraisal rights in connection with the Offer? No appraisal rights will be available to you holders of Shares who tender such Shares in connection with the Offer. However, if Purchaser purchases Shares pursuant to the Offer, Offer and the Merger is completed, holders of Shares immediately prior to the Effective Time who (i) did not tender their Shares in the Offer, (ii) follow the procedures set forth in Section 262 of the DGCL and (iii) do not thereafter lose such holders’ appraisal rights (by withdrawal, failure to perfect or otherwise), will be entitled to have their Shares appraised by the Delaware Court of Chancery and to receive payment of the “fair Table of Contents value” of such shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, thereon. The “fair value” could be greater than, less than or the same as the Offer Price. See Section 17 — – “Appraisal Rights.” Whom should I call if I have questions about the Offer? You may call Innisfree M&A IncorporatedXxxxxxxxx LLC, the information agent for the Offer (the “Information Agent”), toll free at (0-000) -000-0000. See the back cover of this Offer to Purchase for additional contact information. Table of Contents INTRODUCTION Thunder Bluegill Acquisition Corp.Corporation, a Delaware corporation (“Purchaser”) and a wholly wholly-owned indirect subsidiary of SanofiXxx Xxxxx and Company, a French société anonyme an Indiana corporation (“ParentLilly”), is offering to purchase any and all of the outstanding shares of common stock, par value value, $0.001 0.0001 per share (the “Shares”), of SynthorxARMO BioSciences, Inc., a Delaware corporation (the “CompanyARMO”), at a purchase price of $68.00 50.00 per Share in cash (the “Offer Price”) ), net to the seller in cash, without any interest thereon and net of less any applicable withholding taxestax withholding, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with this Offer to Purchase, as they may be amended or supplemented from time to time, collectively constitute the “Offer”). The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of December 7May 9, 2019 2018 (as it may be amended from time to time, the “Merger Agreement”), by and among the CompanyARMO, Parent Lilly and Purchaser, pursuant to which, unless otherwise agreed by the Company, Parent and Purchaser, at 8:00 a.m., Eastern Time, on the same date as the after consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will merge with and into the Company ARMO pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), upon the terms and subject to the conditions set forth in the Merger Agreement, with the Company ARMO continuing as the surviving corporation (the “Surviving Corporation”) and becoming a wholly wholly-owned indirect subsidiary of Parent Lilly (the “Merger”). In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than (i) Shares owned by Purchaser, Parent, or any direct or indirect wholly owned subsidiary of Parent ARMO immediately prior to the Effective Time, (ii) Shares owned by Xxxxx or Purchaser at the Company (commencement of the Offer and owned by Xxxxx or held in Purchaser immediately prior to the Company’s treasury), Effective Time or (iii) Shares irrevocably accepted for purchase in the Offer or (iv) Shares held by any stockholder who is entitled to demand appraisal and has properly exercised and perfected a demand for demands appraisal of such Shares pursuant to, and who has complied complies in all respects with, Section 262 of the DGCL and who, as of the Effective Time, has neither effectively withdrawn nor lost such stockholder’s its rights to such appraisal and payment under the DGCL with respect to such Shares) will be converted into the right to receive an amount in cash equal to the Offer PricePrice without interest (the “Merger Consideration”), without any interest thereon and net of less any applicable withholding taxestax withholding. Under no circumstances will interest be paid on the purchase price for the Shares, regardless including by reason of any extension of the Offer or any delay in making payment for the Shares. The Merger Agreement is more fully described in Section 11 — – “The Merger Agreement; Other Agreements.” Tendering stockholders who are the holders of record owners of their Shares and who tender directly to the Depositary (as defined above in the “Summary Term Sheet”) will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Section 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions. The Company ARMO Board has unanimously: (i) determined that the Offer, the Merger Agreement and the other transactions contemplated therebyby this Agreement (collectively, including the Offer and the Merger, “Transactions”) are advisable and fair to, to and in the best interest of, the Company interests of ARMO and its stockholders; , (ii) duly authorized and approved the execution, delivery and performance by the Company ARMO of the Merger Agreement and the consummation by ARMO of the transactions contemplated therebyTransactions, including the Offer and the Merger; (iii) agreed declared the Merger Agreement and the Transactions advisable, (iv) recommended that ARMO’s stockholders tender their Shares in the Offer (such recommendation, the “ARMO Board Recommendation”) and (v) resolved that the Merger shall be governed by and effected under Section 251(h) and other relevant provisions of the DGCL; and (iv) resolved to recommend that the stockholders of the Company tender their Shares to Purchaser pursuant to the Offer. More complete descriptions of the Company ARMO Board’s reasons for recommending that the Company’s stockholders accept the Offer and tender their Shares to Purchaser pursuant to the Offer, and for authorizing and approving the Merger Agreement and the transactions contemplated thereby, including consummation of the Offer and the Merger (the “Transactions”), Transactions are set forth in the CompanyARMO’s Solicitation/Recommendation Statement on the Schedule 14D-9 (the “Schedule 14D-9”) that is being mailed to you together with this Offer to Purchase. Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth in Item 4 under the sub-headings “Background of Offer and Mergerthe Offer” and “Reasons for Recommendationthe Recommendation of the Board.”
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per Share. On December 20, 2019, the last full day We agree to re-allow to you a Selected Dealer Fee of trading before commencement one percent of the Offer, the reported closing sales full price of the Shares on NASDAQ was $68.02 per Shareeach Share sold by you. We encourage you to obtain current market quotations may in our sole discretion pay Selling Commissions of $ per Share sold for Shares before deciding whether purchased under the dividend reinvestment plan. Additionally, we may, in our sole discretion pay you a one-half percent marketing fee, which will be based on such factor as volume of Shares sold by you, marketing support and bona fide conference fees incurred. No payment of commissions or the Selected Dealer Fee will be made in respect of Orders (or portions thereof) which are rejected by the Company, Selling Commissions and the Selected Dealer Fee will be paid on each Closing Date with respect to tender your SharesShares sold to purchasers whose Shares are issued on such Closing Date. See Section 6 — “Price Range of Shares; Dividends on Selling Commissions and the Shares.” Have any stockholders already agreed Selected Dealer Fee will be payable only with respect to tender their Shares transactions lawful in the Offer jurisdictions where they occur. Purchases of Shares by Carex Xxxperty Advisors, its Affiliates or any Selected Dealer or any of their employees shall be net of commissions. In no event shall the aggregate underwriting compensation to otherwise support be paid to us, you and the Offer? No. Will I have appraisal rights other Selected Dealers in connection with the Offer? No appraisal rights Offering and sale of the Shares exceed 10% of the gross proceeds of the Offering (not including due diligence expenses of up to one-half percent of the gross proceeds of the Offering). Orders for Shares (each an "Order") must be made during the offering period described in the Prospectus. An order form, in the form attached to the Prospectus, (each an "Order Form") must be used in placing an Order for investors residing in certain states and, for all other investors, Orders may be placed through such procedures as are normally used by you for the sale of REIT shares and agreed to by the Company. Persons desiring to purchase Shares are required to comply with such procedures and, in certain states, to execute or have executed on their behalf All Orders solicited by you will be available strictly subject to review and acceptance by the Company, and the Company reserves the right in its absolute discretion to reject any such Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. You agree to maintain, for at least six years, records of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential investor in Shares. If the Company elects to reject an Order (such rejection to occur within 30 days after receipt by the Company of such Order), the Company shall, within 10 business days after such rejection, inform you of such rejection and return the funds (and any interest earned thereon) and other documents submitted by the rejected purchaser to you for transmission to such purchaser. If no notice of rejection is received by you with the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree that you will use your best efforts in offering the Shares and will offer the Shares only in jurisdictions in which you are currently registered as a securities dealer and only in accordance with the securities laws of such jurisdictions. You covenant and agree with respect to your participation in the Offering to comply with any applicable requirements of the Securities Act of 1933 (the "`33 Act") and of the Securities Exchange Act of 1934 (the "`34 Act"), and the published rules and regulations of the Securities and Exchange Commission thereunder, and the Rules of Fair Practice of the NASD including but not limited to Rule 2730, Rule 2740 and IM 2740, Rule 2420 and IM 2420 and Rule 2750 and IM 2750. We shall have full authority to take such action as we may deem advisable in respect of all matters pertaining to the Offering. Neither you nor any other person is authorized to give any information or make any representations other than those contained in the Prospectus and sales literature furnished by the Company in connection with the Offer. However, if Purchaser purchases Shares pursuant to the OfferOffering, and the Merger is completed, holders of Shares immediately prior you agree not to the Effective Time who (i) did not tender their Shares in the Offer, (ii) follow the procedures set forth in Section 262 of the DGCL and (iii) do not thereafter lose give any such holders’ appraisal rights (by withdrawal, failure to perfect information or otherwise), make any such representations. You acknowledge that we will be entitled to have their Shares appraised by the Delaware Court of Chancery and to receive payment of the “fair Table of Contents value” of such shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, thereon. The “fair value” could be greater than, less than or the same as the Offer Price. See Section 17 — “Appraisal Rights.” Whom should I call if I have questions about the Offer? You may call Innisfree M&A Incorporated, the information agent for the Offer (the “Information Agent”), toll free at (000) 000-0000. See the back cover of this Offer to Purchase for additional contact information. Table of Contents INTRODUCTION Thunder Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly owned indirect subsidiary of Sanofi, a French société anonyme (“Parent”), is offering to purchase any and all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Synthorx, Inc., a Delaware corporation (the “Company”), at a purchase price of $68.00 per Share in cash (the “Offer Price”) without any interest thereon and net of any applicable withholding taxes, rely upon the terms and subject to the conditions set forth your agreements in this Offer to Purchase paragraph and in the related Letter of Transmittal (which, together preceding paragraph in connection with this Offer the Sales Agency Agreement. No Selected Dealer is authorized to Purchase, act as they may be amended or supplemented from time to time, collectively constitute the “Offer”). The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of December 7, 2019 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Parent and Purchaser, pursuant to which, unless otherwise agreed by the Company, Parent and Purchaser, at 8:00 a.m., Eastern Time, on the same date as the consummation agent for us when offering any of the Offer and subject Shares to the satisfaction public or waiver of certain conditionsotherwise, Purchaser will merge with it being understood that you and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), upon the terms and subject to the conditions set forth in the Merger Agreement, with the Company continuing as the surviving corporation (the “Surviving Corporation”) and becoming a wholly owned indirect subsidiary of Parent (the “Merger”). In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than (i) Shares owned by Purchaser, Parent, or any direct or indirect wholly owned subsidiary of Parent immediately prior to the Effective Time, (ii) Shares owned by the Company (or held in the Company’s treasury), (iii) Shares irrevocably accepted for purchase in the Offer or (iv) Shares held by any stockholder who is entitled to demand appraisal and has properly exercised and perfected a demand for appraisal of such Shares pursuant to, and who has complied in all respects with, Section 262 of the DGCL and who, as of the Effective Time, has neither effectively withdrawn nor lost such stockholder’s rights to such appraisal and payment under the DGCL with respect to such Shares) will be converted into the right to receive an amount in cash equal to the Offer Price, without any interest thereon and net of any applicable withholding taxes. Under no circumstances will interest be paid on the purchase price for the Shares, regardless of any extension of the Offer or any delay in making payment for the Shares. The Merger Agreement is more fully described in Section 11 — “The Merger Agreement; Other Agreements.” Tendering stockholders who are the holders of record of their Shares and who tender directly to the Depositary (as defined above in the “Summary Term Sheet”) will not be obligated to pay brokerage fees or commissions or, as provided in Section 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions. The Company Board has unanimously: (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are advisable and fair to, and in the best interest of, the Company and its stockholders; (ii) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Offer and the Merger; (iii) agreed that the Merger shall be effected under Section 251(h) and other relevant provisions of the DGCL; and (iv) resolved to recommend that the stockholders of the Company tender their Shares to Purchaser pursuant to the Offer. More complete descriptions of the Company Board’s reasons for recommending that the Company’s stockholders accept the Offer and tender their Shares to Purchaser pursuant to the Offer, and for authorizing and approving the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger (the “Transactions”), are set forth in the Company’s Solicitation/Recommendation Statement on the Schedule 14D-9 (the “Schedule 14D-9”) that is being mailed to you together with this Offer to Purchase. Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth in Item 4 under the sub-headings “Background of Offer and Merger” and “Reasons for Recommendation.”Selected Dealer
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Samples: Corporate Property Associates 15 Inc
per Share. On December 20, 2019, The Offer Price represents a premium of 57% over O’Charley’s volume weighted average share price for the 20 trading days immediately preceding the public announcement of the Offer and the Merger and a premium of 42% over the closing price on the last full day of trading before commencement the public announcement of the Offer, Offer and the reported closing sales price of the Shares on NASDAQ was $68.02 per ShareMerger. We encourage you to obtain current market quotations a recent quotation for Shares before of O’Charley’s in deciding whether to tender your Shares. See Section 6 — – “Price Range of Shares; Dividends on the SharesDividends.” Have any stockholders already agreed to tender their Shares in the Offer or to otherwise support the Offer? NoYes. Concurrently with the execution of the Merger Agreement, Crescendo Investments II, LLC, in its capacity as general partner of Crescendo Partners II, L.P., Series Z, Crescendo Investments III, LLC, in its capacity as general partner of Crescendo Partners III, L.P., Xxxxxx Xxxxxx, and Xxxxxxx Xxxxxxx (each, a “Supporting Shareholder”), entered into a Tender and Support Agreement with Parent and the Purchaser (the “Support Agreement”) pursuant to which each Supporting Shareholder has agreed, among other things, (i) to tender in the Offer all of such Supporting Shareholder’s Shares; and (ii) that, in the event a vote of O’Charley’s shareholders is required in furtherance of the Merger Agreement or the transactions contemplated by the Merger Agreement, including the Merger, such Supporting Shareholder will vote all of such Supporting Shareholder’s Shares (to the extent any such Shares are not purchased in the Offer) in favor of the approval of the Merger and the adoption of the Merger Agreement and against any proposal inconsistent therewith. The Support Agreement will terminate upon certain circumstances, including upon termination of the Merger Agreement. See Section 11 – “The Merger Agreement; Other Agreements.” Table of Contents What is the “Top-Up Option” and when will it be exercised? Under the Merger Agreement, if we do not hold at least 90% of the outstanding Shares (on a fully-diluted basis, as defined in the Merger Agreement) after consummation of the Offer, Parent has the option, subject to certain limitations, to purchase (in cash or by promissory note) from O’Charley’s up to that number of newly issued Shares sufficient to cause Parent (together with any of its subsidiaries, including us) to own one Share more than 90% of the Shares then outstanding (on a fully-diluted basis, as defined in the Merger Agreement), at a price per Share equal to the Offer Price, to enable us to effect a “short-form merger” pursuant to Section 00-00-000 of the TBCA. We refer to this option as the “Top-Up Option.” See Section 11 – “The Merger Agreement; Other Agreements – Top-Up Option.” Will I have appraisal dissenters’ rights in connection with the Offer? No appraisal dissenters’ rights will be available to you in connection with the Offer or the Merger. See Section 17 – “Dissenters’ Rights.” What will happen to my employee stock options in the Offer? The Offer is made only for Shares and is not made for any employee stock options to purchase Shares that were granted under any O’Charley’s stock plan (“Options”). However, if Purchaser purchases Shares pursuant Pursuant to the OfferMerger Agreement, each Option (whether or not vested or unexercisable) will become fully vested and exercisable at the Acceptance Time. Pursuant to the Merger Agreement, each Option (whether or not vested or exercisable) that is completedoutstanding as of the effective time of the Merger will be cancelled and converted into the right to receive an amount in cash, holders without interest and subject to any required withholding taxes, equal to the product of (i) the excess of the Offer Price over the per Share exercise price under such Option and (ii) the number of Shares subject to such Option. See Section 11 – “The Merger Agreement; Other Agreements – O’Charley’s Stock Options and Restricted Stock.” What will happen to my employee restricted stock in the Offer? Pursuant to the Merger Agreement, the restrictions on each Share of restricted stock that is subject to forfeiture, vesting or other restrictions as of immediately prior to the Effective Time who (i) did not tender their acceptance of the Shares for payment in the Offer will lapse upon acceptance of Shares for payment in the Offer. Pursuant to the Merger Agreement, (ii) follow the procedures set forth in Section 262 each Share that is outstanding as of the DGCL and (iii) do not thereafter lose such holders’ appraisal rights (by withdrawal, failure to perfect or otherwise), effective time of the Merger will be entitled to have their Shares appraised by cancelled and converted into the Delaware Court of Chancery and right to receive payment of the “fair Table of Contents value” of such sharesan amount in cash, exclusive of without interest and subject to any element of value arising from the accomplishment or expectation of the Mergerrequired withholding taxes, together with interest, thereon. The “fair value” could be greater than, less than or the same as equal to the Offer Price. See Section 17 — 11 – “Appraisal RightsThe Merger Agreement; Other Agreements – O’Charley’s Stock Options and Restricted Stock.” Whom What are the material United States federal income tax consequences of tendering Shares? The receipt of cash in exchange for your Shares in the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. In general, you will recognize gain or loss in an amount equal to the difference between the amount of cash you receive and your adjusted tax basis in the Shares sold pursuant to the Offer or exchanged for cash pursuant to the Merger. This gain or loss will be a capital gain or loss if you hold your Shares as capital assets at the time of the sale or exchange. See Section 5 – “Certain United States Federal Income Tax Consequences” for a more detailed discussion of the tax treatment of the Offer. Certain limitations apply to the use of any capital losses. Table of Contents We urge you to consult with your own tax advisor as to the particular tax consequences to you of the Offer and the Merger. Who should I call if I have questions about the Offer? You may call Innisfree M&A IncorporatedXxxxxxxxx Inc. at (000) 000-0000 (Toll Free) or Xxxxxxxxx & Company, the information agent for the Offer Inc. (the “Information AgentJefferies”), toll free ) at (000) 000-0000. Xxxxxxxxx Inc. is acting as the information agent (the “Information Agent”) and Jefferies is acting as the dealer manager (the “Dealer Manager”) in connection with the Offer. See the back cover of this Offer to Purchase for additional contact information. Table of Contents To the Holders of Shares of Common Stock of O’Charley’s Inc.: INTRODUCTION Thunder Acquisition Corp.We, Xxxx Xxxxxx Sub Inc., a Tennessee corporation (the “Purchaser”) and an indirect, wholly-owned subsidiary of Fidelity National Financial, Inc., a Delaware corporation (“Purchaser”) and a wholly owned indirect subsidiary of Sanofi, a French société anonyme (“Parent”), is are offering to purchase any and for cash all of the outstanding shares of common stock, without par value $0.001 per share (the “Shares”), of Synthorx, O’Charley’s Inc., a Delaware Tennessee corporation (“O’Charley’s” or the “Company”), at a purchase price of $68.00 9.85 per Share in cash (the “Offer Price”) ), net to the sellers in cash, without any interest thereon and net of subject to any applicable required withholding taxes, upon the terms and subject to the conditions set forth described in this Offer to Purchase and in the related Letter of Transmittal (which, together with this Offer to Purchasewhich collectively, as they each may be amended or supplemented from time to time, collectively constitute the “Offer”). The We are making the Offer is being made pursuant to an Agreement and Plan of Merger, dated as of December 7February 5, 2019 2012 (as it may be amended from time to time, the “Merger Agreement”), by among Parent, the Purchaser and O’Charley’s. The Merger Agreement provides, among other things, for the Companymaking of the Offer and also provides that, Parent and Purchaser, pursuant to which, unless otherwise agreed by the Company, Parent and Purchaser, at 8:00 a.m., Eastern Time, on the same date as the following consummation of the Offer and subject to the satisfaction or waiver of certain conditions, the Purchaser will merge be merged with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended O’Charley’s (the “DGCLMerger”), upon the terms and subject to the conditions set forth in the Merger Agreement, ) with the Company O’Charley’s continuing as the surviving corporation (the “Surviving Corporation”) and becoming a wholly an indirect, wholly-owned indirect subsidiary of Parent (the “Merger”)Parent. In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than (i) Shares owned held by PurchaserO’Charley’s, Parent, Purchaser or any direct or indirect wholly wholly-owned subsidiary of Parent immediately prior O’Charley’s or Parent, which Shares will be cancelled and retired and will cease to the Effective Time, (ii) Shares owned by the Company (or held exist without any consideration being delivered in the Company’s treasury), (iii) Shares irrevocably accepted exchange for purchase in the Offer or (iv) Shares held by any stockholder who is entitled to demand appraisal and has properly exercised and perfected a demand for appraisal of such Shares pursuant to, and who has complied in all respects with, Section 262 of the DGCL and who, as of the Effective Time, has neither effectively withdrawn nor lost such stockholder’s rights to such appraisal and payment under the DGCL with respect to such those Shares) will be cancelled and converted into the right to receive an amount $9.85 or any greater per Share price paid in cash equal to the Offer PriceOffer, in cash, without any interest thereon and net of subject to any applicable required withholding taxes. Under no circumstances will interest be paid on the purchase price for the Shares, regardless of any extension of the Offer or any delay in making payment for the Shares. The Merger Agreement is more fully described in Section 11 — – “The Merger Agreement; Other Agreements.,” which also contains a discussion of the treatment of employee stock options and employee restricted stock. Tendering stockholders shareholders who are the holders of record owners of their Shares and who tender directly to the Depositary (as defined above in the “Summary Term Sheet”below) will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Section Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by the Purchaser pursuant to the Offer. Stockholders Shareholders who hold their Shares through a broker, banker or other nominee should consult such that institution as to whether it charges any service fees or commissions. The Company After careful consideration, the Board of Directors of O’Charley’s, among other things, has unanimously: unanimously (i) determined declared that the Merger Agreement and the transactions contemplated therebyby the Merger Agreement are advisable, including the Offer and the Merger, are advisable and fair to, to and in the best interest ofinterests of O’Charley’s and the shareholders of O’Charley’s unaffiliated with Parent, the Company and its stockholders; (ii) adopted and approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the transactions contemplated therebyby the Merger Agreement, including the Offer and the Merger; (iii) agreed that directed the adoption of the Merger shall Agreement be effected under Section 251(h) and other relevant provisions submitted to the shareholders of the DGCL; O’Charley’s and (iv) resolved to recommend recommended that the stockholders shareholders of O’Charley’s accept the Company Offer, tender their Shares to Purchaser pursuant in the Offer and, to the Offerextent required by applicable law, approve the Merger and adopt the Merger Agreement (the “Company Board Recommendation”). More A more complete descriptions description of the Company BoardO’Charley’s Board of Directors’ reasons for recommending that the Company’s stockholders accept the Offer and tender their Shares to Purchaser pursuant to the Offer, and for authorizing and approving the Merger Agreement and the transactions contemplated therebyby the Merger Agreement, including the Offer and the Merger (the “Transactions”)Merger, are is set forth in the CompanyO’Charley’s Solicitation/Recommendation Statement on the Schedule 14D-9 (the “Schedule 14D-9”) under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is being mailed furnished to you together shareholders in connection with this Offer to Purchasethe Offer. Stockholders Shareholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth in Item 4 under the sub-headings heading “Background of the Offer and the Merger” and “; Reasons for Recommendation.” The Offer is conditioned upon, among other things, (i) satisfaction of the Minimum Condition (as described below) , (ii) the expiration or termination of all statutory waiting periods (and any extensions thereof) applicable to the Offer under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (the Table of Contents “Regulatory Condition”) and (iii) the absence of a legal restraint preventing, or a law, regulation or order prohibiting, the consummation of the transactions contemplated by the Merger Agreement (the “Legal Restraint Condition”). The Minimum Condition requires the number of Shares that have been validly tendered and not validly withdrawn prior to the expiration of the Offer (when added to the Shares already owned by Parent and its subsidiaries) to represent at least the number of Shares required to approve the Merger Agreement and the other transactions contemplated by the Merger Agreement pursuant to the charter and by-laws of O’Charley’s and the Tennessee Business Corporation Act (the “TBCA”) on the date the tendered Shares are accepted for payment, determined on a fully-diluted basis (as defined in the Merger Agreement). The Regulatory Condition has been satisfied. See Section 16 – “Certain Legal Matters; Regulatory Approvals.” The Offer also is subject to other conditions described in this Offer to Purchase. See Section 15 – “Certain Conditions of the Offer.” O’Charley’s has advised Parent that, on February 5, 2012, Evercore Group L.L.C. (“Evercore”), which was retained by the Company’s Board of Directors to act as O’Charley’s financial advisor in connection with the potential sale of O’Charley’s, rendered its oral opinion to the Company’s Board of Directors, subsequently confirmed in writing, that, as of that date and based upon and subject to assumptions made, matters considered and limitations on the scope of review undertaken by Evercore as set forth in that opinion, the $9.85 per Share to be received by holders of Shares other than Parent, Purchaser and any of their respective affiliates in the Offer and the Merger, pursuant to the Merger Agreement, was fair from a financial point of view to those holders. The full text of the written opinion of Evercore, dated as of February 5, 2012, which sets forth, among other things, assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Evercore in rendering that opinion, is attached as an annex to O’Charley’s Solicitation/Recommendation Statement on Schedule 14D-9 to be filed with the United States Securities and Exchange Commission (the “SEC”), which will be mailed to O’Charley’s shareholders with this Offer to Purchase. Evercore’s opinion was directed to the Company’s Board of Directors and addresses only the fairness, from a financial point of view, of the $9.85 per Share to be received by the holders of Shares other than Parent, Purchaser and any of their respective affiliates in the Offer and the Merger, pursuant to the Merger Agreement, as of the date of the opinion. Evercore’s opinion does not address any other aspect of the transactions contemplated by the Merger Agreement and does not constitute a recommendation to O’Charley’s Board of Directors or to any other person in respect of the transactions contemplated by the Merger Agreement, including to you or any other O’Charley’s shareholder as to whether you or such shareholder should tender any Shares pursuant to the Offer. Evercore’s opinion does not address the relative merits of the transactions contemplated by the Merger as compared to other business or financial strategies that might be available to O’Charley’s, nor does it address the underlying business decision of O’Charley’s to engage in the transactions contemplated by the Merger Agreement. All statements included in this Offer to Purchase summarizing the contents of the Evercore opinion are qualified in their entirety by reference to the full text of the opinion attached as an annex to the Schedule 14D-9. Consummation of the Merger is conditioned upon, among other things, the adoption of the Merger Agreement by the requisite vote of the shareholders of O’Charley’s at a shareholders meeting convened for that purpose in accordance with the TBCA, if required by the TBCA. Under Tennessee law, the affirmative vote of a majority of all the votes entitled to be cast at such meeting of O’Charley’s shareholders is required to approve the Merger Agreement. If we purchase Shares in the Offer, we will have sufficient voting power to approve the Merger without the affirmative vote of any other shareholder of O’Charley’s. In addition, Tennessee law provides that if a corporation owns at least 90% of the outstanding voting shares of each class and series of a subsidiary corporation, the corporation holding such stock may merge such subsidiary into itself, itself into such subsidiary or two or more such subsidiaries with and into each other, without any action or vote on the part of the shareholders of such other corporation. Under the Merger Agreement, if, after the expiration of the Offer or the expiration of the subsequent offering period, if any, the Purchaser directly or indirectly owns at least 90% of the outstanding Shares (including Shares issued pursuant to the Top-Up Option and Shares tendered in any Table of Contents subsequent offering period), Parent, the Purchaser and O’Charley’s are required to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the acceptance for payment of the Shares by us pursuant to and in accordance with the terms of the Offer (the “Acceptance Time”), without a meeting of the holders of Shares in accordance with the applicable provisions of the TBCA. This Offer to Purchase and the related Letter of Transmittal contain important information that should be read carefully before any decision is made with respect to the Offer. THE TENDER OFFER
Appears in 1 contract
Samples: Fidelity National Financial, Inc.
per Share. On December The Offer Price represents a premium of 38.6% over Terremark’s volume weighted average share price for the twenty (20, 2019, ) trading days immediately preceding the public announcement of the Offer and the Merger and a premium of approximately 35% over the closing price on the last full day of trading before commencement the public announcement of the Offer, Offer and the reported closing sales price of the Shares on NASDAQ was $68.02 per ShareMerger. We encourage you to obtain current a recent market quotations quotation for Shares before in deciding whether to tender your Shares. See Section 6 — – “Price Range of Shares; Dividends on the SharesDividends.” Table of Contents Have any stockholders already agreed to tender their Shares in the Offer or to otherwise support the Offer? NoYes. Concurrently with the execution of the Merger Agreement, each of Cyrte Investments GP I B.V. in its capacity as general partner of CF I Invest C.V., VMware Bermuda Limited and Sun Equity Assets Limited entered into tender and support agreements with Parent and Purchaser (which we refer to collectively as the “Support Agreements”) pursuant to which such stockholders have agreed to (i) tender their Shares in the Offer upon the terms and subject to the conditions of the Support Agreements and (ii) vote their Shares in favor of the adoption of the Merger Agreement to approve the Merger (if necessary). The Shares subject to the Support Agreements comprise approximately 27.6% of the outstanding Shares. The Support Agreements will terminate upon certain circumstances, including upon termination of the Merger Agreement. See Section 11 – “The Merger Agreement; Other Agreements.” All of the directors and executive officers of Terremark have informed Terremark, strictly in their capacity as stockholders, that they intend to tender their Shares in the Offer, which Shares, according to Xxxxxxxxx, represent approximately 7% of the outstanding Shares. They are, however, under no contractual or other legal obligation to do so. What is the “Top-Up Option” and when will it be exercised? Under the Merger Agreement, if we do not acquire at least 90% of the outstanding Shares in the Offer after our acceptance of, and payment for Shares pursuant to the Offer, we have the option, subject to certain limitations, including the availability of authorized but unissued Shares, to purchase from Terremark up to a number of additional Shares equal to the number of Shares that, when added to the number of Shares owned by Parent and its subsidiaries at the time of exercise of the option constitutes one (1) Share more than 90% of the outstanding Shares after giving effect to the issuance of such Shares for a purchase price equal to the Offer Price, to enable us to effect a short-form merger. This right may be exercised by Purchaser, in whole and not in part, only once, at any time during the ten (10) business day period following the date of payment for Shares accepted for payment pursuant to and subject to the Offer Conditions (such payment for Shares accepted for payment pursuant to and subject to the Offer Conditions, the “Offer Closing”) (and if there shall have been commenced a subsequent offering period, after the expiration of such subsequent offering period). We refer to this option as the “Top-Up Option.” However, because Terremark has a limited number of Shares available for issuance under its certificate of incorporation, it is estimated that Purchaser would need to acquire in the Offer approximately 88% of the outstanding Shares in order to exercise the Top-Up Option. The aggregate purchase price payable for the Shares being purchased by Purchaser pursuant to the Top-Up Option will be payable by (i) cash in an amount equal to the aggregate par value of the Top-Up Option Shares and a promissory note having a principal amount equal to the balance of such purchase price or (ii) solely by a promissory note having a principal amount equal to such purchase price. The promissory note (A) shall be due on the first (1st) anniversary of the closing of the Top-Up Option, (B) shall bear simple interest of 5% per annum, (C) shall be full recourse to Parent and Purchaser, (D) may be prepaid, in whole or in part, at any time without premium or penalty and (E) shall have no other material terms. Furthermore, under the Merger Agreement, notwithstanding the foregoing, Purchaser may elect to pay for all or a portion of the aggregate purchase price payable for the Shares issued in connection with the Top-Up Option in cash and in connection therewith, Terremark will apply such cash proceeds (without the deduction of any other fee or expense) toward an optional redemption of the 12% Senior Secured Notes due 2017 of Terremark in the manner directed by Xxxxxx. Xxxxxxxxx has also agreed to issue Shares to us in certain other circumstances after the Offer Closing. See Section 12 – “Purpose of the Offer; Plans for Terremark.” Table of Contents Will I have appraisal rights in connection with the Offer? No appraisal rights will be available to you in connection with the Offer. However, stockholders will be entitled to appraisal rights in connection with the Merger if Purchaser purchases they do not tender Shares pursuant in the Offer and do not vote in favor of the Merger, subject to and in accordance with Delaware law. Stockholders must properly perfect their right to seek appraisal under Delaware law in connection with the Merger in order to exercise appraisal rights. See Section 17 – “Appraisal Rights.” What will happen to my employee stock options in the Offer? The Offer is made only for Shares and is not made for any employee stock options to purchase Shares that were granted under any Terremark stock plan (“Options”). Pursuant to the OfferMerger Agreement, immediately prior to the effective time of the Merger (the “Effective Time”), each Option (vested or unvested) having an exercise price per Share that is less than the Offer Price will be deemed exercised and, at the Effective Time, will be terminated and converted into the right to receive an amount, without interest thereon and less any applicable withholding taxes, equal to the product of the total number of Shares deemed to be issued upon the deemed exercise of such Option and the excess of the Offer Price over the exercise price per Share previously subject to the Option. See Section 11 – “The Merger Agreement; Other Agreements – Terremark Stock Options.” What will happen to my restricted stock in the Offer? Pursuant to the Merger Agreement, (i) immediately prior the Effective Time, the vesting of all restricted Shares that are then unvested and awarded will be fully accelerated and (ii) at the Effective Time each then outstanding restricted Share will be automatically converted into the right to receive the Offer Price, without interest thereon and less any applicable withholding taxes. What will happen to my warrants in the Offer? The Offer is completedmade only for Shares and is not made for any warrants to purchase Shares. Pursuant to the Merger Agreement, holders of each warrant to purchase Shares that is issued, unexpired and unexercised immediately prior to the Effective Time who and not terminated pursuant to its terms in connection with the Merger (i) did not tender their the “Warrants”), will entitle the holder to receive a payment in cash (without interest thereon and less any applicable withholding taxes), of an amount equal to the product of the total number of Shares previously subject to such Warrant and the excess, if any, of the Offer Price over the exercise price per Share previously subject to such Warrant. See Section 11 – “The Merger Agreement; Other Agreements – Terremark Warrants.” What are the material United States federal income tax consequences of tendering Shares? The receipt of cash in exchange for your Shares in the OfferOffer or the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. In general, for U.S. federal income tax purposes, you will recognize capital gain or loss in an amount equal to the difference between the amount of cash you receive and your adjusted tax basis in the Shares sold pursuant to the Offer or exchanged for cash pursuant to the Merger. This capital gain or loss will be long-term capital gain or loss if you have held the Shares for more than one (ii1) follow the procedures set forth in Section 262 year as of the DGCL and (iii) do not thereafter lose such holders’ appraisal rights (by withdrawal, failure to perfect date of your sale or otherwise), will be entitled to have their Shares appraised by the Delaware Court of Chancery and to receive payment exchange of the “fair Table of Contents value” of such shares, exclusive of any element of value arising from Shares pursuant to the accomplishment Offer or expectation of the Merger, together with interest, thereon. The “fair value” could be greater than, less than or the same as the Offer PriceSpecial rules will apply to you if you are not a U.S. person for U.S. federal income tax purposes. See Section 17 — 5 – “Appraisal Rights.Certain United States Federal Income Tax Consequences” Whom for a more detailed discussion of the tax treatment of the Offer. We urge you to consult with your own tax advisor as to the particular tax consequences to you of the Offer and the Merger. Who should I call if I have questions about the Offer? You may call Innisfree M&A Incorporated, Xxxxxxxxx Inc. at (000) 000-0000 (Toll Free). Xxxxxxxxx Inc. is acting as the information agent for the Offer (the “Information Agent”), toll free at (000) 000-0000. See the back cover of this Offer to Purchase for additional contact information. Table of Contents To the Holders of Shares of Common Stock of Terremark: INTRODUCTION Thunder Acquisition Corp.We, Verizon Holdings Inc., a Delaware corporation (“Purchaser”) and a wholly wholly-owned indirect subsidiary of SanofiVerizon Communications Inc., a French société anonyme Delaware corporation (“Parent”), is are offering to purchase any and all of the outstanding shares of common stock, par value $0.001 .001 per share (the “Shares”), of SynthorxTerremark Worldwide, Inc., a Delaware corporation (“Terremark” or the “Company”), at a purchase price of $68.00 19.00 per Share in cash (the “Offer Price”) ), net to the seller in cash, without any interest thereon and net of less any applicable withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with this the Offer to Purchase, as they each may be amended or supplemented from time to time, collectively constitute the “Offer”). The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of December 7January 27, 2019 2011 (as it may be amended from time to time, the “Merger Agreement”), by and among the CompanyParent, Parent Purchaser and PurchaserTerremark. The Merger Agreement provides, pursuant to whichamong other things, unless otherwise agreed by the Company, Parent and Purchaser, at 8:00 a.m., Eastern Time, on the same date as that following the consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will merge be merged with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), upon the terms and subject to the conditions set forth in the Merger Agreement, with the Company continuing as the surviving corporation (the “Surviving Corporation”) and becoming a wholly owned indirect subsidiary of Parent Terremark (the “Merger”)) with Terremark being the surviving corporation, wholly-owned by Parent. In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than Shares held (i) Shares owned by Terremark as treasury stock, or by Parent or Purchaser, Parent, which Shares will be automatically cancelled and will cease to exist or any direct or indirect wholly owned subsidiary of Parent immediately prior to the Effective Time, (ii) Shares owned by the Company (or held in the Company’s treasury), (iii) Shares irrevocably accepted for purchase in the Offer or (iv) Shares held by any stockholder stockholders who is entitled to demand exercise appraisal and has properly exercised and perfected a demand for appraisal of such Shares pursuant to, and who has complied in all respects with, Section 262 of the DGCL and who, as of the Effective Time, has neither effectively withdrawn nor lost such stockholder’s rights to such appraisal and payment under the DGCL Delaware law with respect to such Shares) will be automatically cancelled and converted in the Merger into the right to receive an amount $19.00 or any greater per Share price paid in cash equal to the Offer PriceOffer, without any interest thereon and net of less any applicable withholding taxes. Under no circumstances will interest be paid on the purchase price for the Shares, regardless of any extension of the Offer or any delay in making payment for the Shares. The Merger Agreement is more fully described in Section 11 — – “The Merger Agreement; Other Agreements.” which also contains a discussion of the treatment of stock options, warrants and restricted stock. Xxxxxxxxx represented to Parent and Purchaser in the Merger Agreement that, as of January 26, 2011, there were (i) 67,402,815 Shares issued and outstanding, (ii) 2,030,268 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the exercise of outstanding options, (iii) 3,168,437 unvested restricted Shares, (iv) 2,014,750 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the exercise of outstanding warrants and (v) 9,660,534 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the conversion of the 6.625% senior convertible notes due 2013 (the “Convertible Notes”) of Terremark. Tendering stockholders who are the holders of record owners of their Shares and who tender directly to the Depositary (as defined above in the “Summary Term Sheet”below) will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Section Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions. The Company Terremark Board of Directors (the “Terremark Board”) has unanimously: (i) determined that unanimously approved the Merger Agreement and the transactions contemplated therebyAgreement, including the Offer and the Merger, Merger and determined that the Offer and the Merger are advisable and fair to, and in the best interest interests of, the Company and its stockholders; (ii) approved the execution, delivery and performance by the Company holders of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Offer and the Merger; (iii) agreed Shares. The Terremark Board unanimously recommends that the Merger shall be effected under Section 251(h) and other relevant provisions holders of the DGCL; and (iv) resolved to recommend that the stockholders of the Company tender their Shares to Purchaser pursuant to the Offer. More complete descriptions of the Company Board’s reasons for recommending that the Company’s stockholders accept the Offer and tender their Shares to Purchaser pursuant to the Offer, and . A more complete description of the Terremark Board’s reasons for authorizing and approving the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger (the “Transactions”)Merger, are is set forth in the CompanyTerremark’s Solicitation/Recommendation Statement on the Schedule 14D-9 under the Securities Exchange Act of 1934, as amended (the “Schedule 14D-9Exchange Act”) ), that is being mailed furnished to you together stockholders in connection with this Offer to Purchasethe Offer. Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth in Item 4 under the sub-headings heading “Background of the Offer and Merger” and “; Reasons for RecommendationRecommendation of the Board of Directors.”
Appears in 1 contract
Samples: Verizon Communications Inc
per Share. On December 20The $1.80 per Share being offered by Temple-Inland represents approximately a 64% premium to our closing stock price on September 5, 20192001, the second to last full trading day before the Board of trading before commencement of Directors approved the Offer, the reported closing sales price of the Shares on NASDAQ was $68.02 per ShareMerger Agreement. We encourage you to obtain current market quotations for Shares before deciding whether to tender your Shares. See Section 6 — “Price Range of Shares; Dividends on the Shares.” Have any stockholders already agreed to tender their Shares in The Merger Agreement provides that if the Offer or to otherwise support the Offer? No. Will I have appraisal rights in connection with the Offer? No appraisal rights will be available to you in connection with the Offer. However, if Purchaser purchases Shares pursuant to the Offer, and the Merger is completed, holders of Shares immediately prior to the Effective Time who (i) did not tender their Shares in the Offer, (ii) follow the procedures set forth in Section 262 of the DGCL and (iii) do not thereafter lose such holders’ appraisal rights (by withdrawal, failure to perfect or otherwise), will be entitled to have their Shares appraised by the Delaware Court of Chancery and to receive payment of the “fair Table of Contents value” of such shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, thereon. The “fair value” could be greater than, less than or the same as the Offer Price. See Section 17 — “Appraisal Rights.” Whom should I call if I have questions about the Offer? You may call Innisfree M&A Incorporated, the information agent for the Offer (the “Information Agent”), toll free at (000) 000-0000. See the back cover of this Offer to Purchase for additional contact information. Table of Contents INTRODUCTION Thunder Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly owned indirect subsidiary of Sanofi, a French société anonyme (“Parent”), is offering to purchase any and all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Synthorx, Inc., a Delaware corporation (the “Company”), at a purchase price of $68.00 per Share in cash (the “Offer Price”) without any interest thereon and net of any applicable withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with this Offer to Purchase, as they may be amended or supplemented from time to time, collectively constitute the “Offer”). The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of December 7, 2019 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Parent and Purchaser, pursuant to which, unless otherwise agreed by the Company, Parent and Purchaser, at 8:00 a.m., Eastern Time, on the same date as the consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will merge with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended Gayxxxx (the “DGCL”), upon the terms and subject to the conditions set forth in the Merger Agreement, with the Company continuing as the surviving corporation (the “Surviving Corporation”) and becoming a wholly owned indirect subsidiary of Parent (the “xhe "Merger”"). In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than (i) Shares owned not acquired by Purchaser, Parent, or any direct or indirect wholly owned subsidiary of Parent immediately prior to the Effective Time, (ii) Shares owned by the Company (or held in the Company’s treasury), (iii) Shares irrevocably accepted for purchase Purchaser in the Offer or (iv) Shares held by any stockholder who is entitled to demand appraisal and has properly exercised and perfected a demand for appraisal of such Shares pursuant to, and who has complied in all respects with, Section 262 of the DGCL and who, as of the Effective Time, has neither effectively withdrawn nor lost such stockholder’s rights to such appraisal and payment under the DGCL with respect to such Shares) will be converted into the right to receive an amount in cash equal to the Offer Price, without any interest thereon and net of any applicable withholding taxes. Under no circumstances will interest be same consideration paid on the purchase price for the Shares, regardless of any extension of the Offer or any delay in making payment for the Shares. The Merger Agreement is more fully described in Section 11 — “The Merger Agreement; Other Agreements.” Tendering stockholders who are the holders of record of their Shares and who tender directly to the Depositary (as defined above in the “Summary Term Sheet”) will not be obligated to pay brokerage fees or commissions or, as provided in Section 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND DETERMINED THAT THE OFFER AND THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE GAYXXXX XXOCKHOLDERS. ACCORDINGLY, YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU ACCEPT THE OFFER AND TENDER YOUR SHARES PURSUANT TO THE OFFER. In arriving at its recommendation, the Board of Directors gave careful consideration to a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions. The Company Board has unanimously: (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, number of factors which are advisable and fair to, and described in the best interest ofenclosed Schedule 14D-9, which is being filed with the Securities and Exchange Commission, including, among other things, the Company separate opinions of Deutsche Banc Alex. Xroxx Xxc. and its stockholders; Rothschild Inc. to the Board of Directors (ii) approved the execution"Opinions"). Subject to the assumptions made, delivery matters considered and performance by limitations on the Company review undertaken set forth in the Opinions, the Opinions conclude that as of the Merger Agreement and date thereof the consummation of the transactions contemplated thereby, including the Offer and the Merger; (iii) agreed that the Merger shall $1.80 in cash per Share to be effected under Section 251(h) and other relevant provisions of the DGCL; and (iv) resolved to recommend that received by the stockholders of the Company tender their Shares to Purchaser pursuant to the Offer. More complete descriptions of the Company Board’s reasons for recommending that the Company’s stockholders accept the Offer and tender their Shares to Purchaser pursuant to the Offer, and for authorizing and approving the Merger Agreement and the transactions contemplated thereby, including Gayxxxx xx the Offer and the Merger (is fair, from a financial point of view, to such stockholders. The full text of each Opinion is attached to the “Transactions”), are set forth enclosed Schedule 14D-9 and we urge you to read them carefully and in their entirety. Additional information about the transaction is contained in the Company’s Solicitation/Recommendation Statement on the Schedule 14D-9 (the “enclosed Schedule 14D-9”) that is being mailed , which we urge you to you together with read carefully. Accompanying this Offer letter, in addition to Purchase. Stockholders should carefully read the information set forth in the Schedule 14D-9, is the Purchaser's Offer to Purchase, dated September 28, 2001, and related materials, including the information a Letter of Transmittal to be used for tendering your Shares. These documents set forth in Item 4 under the sub-headings “Background terms and conditions of the Offer and Merger” provide instructions on how to tender your Shares. On behalf of Gayxxxx, X urge you to read the enclosed material and “Reasons consider this information carefully and I would like to personally thank you for Recommendationyour time as a stockholder of Gayxxxx.”
Appears in 1 contract
Samples: Gaylord Container Corp /De/
per Share. On December 20, 2019, the last full day of trading before commencement of the Offer, the reported closing sales price of the Shares on NASDAQ was $68.02 per Share. We encourage you to obtain current a recent market quotations quotation for the Shares before deciding whether to tender your Shares. See Section 6 — “Price Range of Shares; Dividends on the Shares.” Have any stockholders already agreed to tender their Shares in the Offer or to otherwise support the Offer? No• Yes. On October 2, 2023, in connection with the execution and delivery of the Merger Agreement, each of Xxx X. XxXxxx, Xxxxx Xxxxxxx Xxxxxx and Xxxx X. Xxxxxxxx and certain of their affiliates (collectively, the “Supporting Stockholders”), solely in their respective capacities as stockholders of POINT, entered into tender and support agreements (as each may be amended from time to time, collectively, the “Tender and Support Agreements”) with Xxxxx and Purchaser, pursuant to which each Supporting Stockholder agreed, among other things, (i) to tender all of the Shares held by such Supporting Stockholder in the Offer, subject to certain exceptions (including the valid termination of the Merger Agreement), (ii) to vote against other proposals to acquire POINT and (iii) to certain other restrictions on its ability to take actions with respect to POINT and its Shares. • Each Tender and Support Agreement terminates automatically upon the earliest of (i) the valid termination of the Merger Agreement in accordance with its terms, (ii) the Effective Time, (iii) the termination of such Tender and Support Agreement by written notice of termination from Lilly to the applicable Supporting Stockholder(s) or (iv) the date on which any amendment or change to the Merger Agreement or the Offer is effected without the applicable Supporting Stockholders’ consent that decreases the amount, or changes the form, of consideration payable to all stockholders of POINT pursuant to the terms of the Merger Agreement. The Supporting Stockholders collectively beneficially owned approximately 15% of the outstanding Shares as of October 2, 2023. See Section 11 — “The Merger Agreement; Other Agreements — Tender and Support Agreements.” Will I have appraisal rights in connection with the Offer? • No appraisal rights will be available to you holders of Shares who tender such Shares in connection with the Offer. However, if Purchaser purchases Shares pursuant to the Offer, Offer and the Merger is completed, holders of Shares immediately prior to the Effective Time who (i) did not tender their Shares in the Offer, (ii) follow the procedures set forth in Section 262 of the DGCL and (iii) do not thereafter lose such holders’ appraisal rights (by withdrawal, failure to perfect or otherwise), in each case in accordance with the DGCL, will be entitled to have their Shares appraised by the Delaware Court of Chancery and to receive payment of the “fair Table of Contents value” of such sharesShares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, interest thereon. The “fair value” could be greater than, less than or the same as the Offer Price. More information regarding Section 262 of the Table of Contents DGCL, including how to access it without subscription or cost, is set forth in POINT’s Solicitation/Recommendation Statement on Schedule 14D-9, which is being mailed to POINT stockholders together with the Offer materials (including this Offer to Purchase and the related Letter of Transmittal). See Section 17 — “Appraisal Rights.” Whom should I call if I have questions about the Offer? • You may call Innisfree M&A IncorporatedXxxxxxxxx LLC, the information agent for the Offer (the “Information Agent”), toll free at (0-000) -000-0000. See the back cover of this Offer to Purchase for additional contact informationinformation for the Information Agent. Table of Contents INTRODUCTION Thunder Yosemite Falls Acquisition Corp.Corporation, a Delaware corporation (“Purchaser”) and a wholly wholly-owned indirect subsidiary of SanofiXxx Xxxxx and Company, a French société anonyme an Indiana corporation (“ParentLilly”), is offering to purchase any and all of the issued and outstanding shares of common stock, par value $0.001 0.0001 per share (the “Shares”), of Synthorx, POINT Biopharma Global Inc., a Delaware corporation (the “CompanyPOINT”), at a purchase price of $68.00 12.50 per Share in cash (the “Offer Price”) ), net to the stockholder in cash, without any interest thereon and net of less any applicable withholding taxestax withholding, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with this Offer to Purchase, as they each may be amended or supplemented from time to time, collectively constitute the “Offer”). The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of December 7October 2, 2019 2023 (as it may be amended from time to time, the “Merger Agreement”), by and among the CompanyPOINT, Parent Lilly and Purchaser, pursuant to which, unless otherwise agreed by the Company, Parent and Purchaser, at 8:00 a.m., Eastern Time, on the same date as the after consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will merge with and into the Company POINT pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), upon the terms and subject to the conditions set forth in the Merger Agreement, with the Company Yosemite Falls Acquisition Corporation continuing as the surviving corporation (the “Surviving Corporation”) and becoming a wholly wholly-owned indirect subsidiary of Parent Lilly (the “Merger”). In the Merger, each Share issued and outstanding immediately prior to At the effective time of the Merger (the “Effective Time”) ), each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Purchaser, Parent, POINT or any direct or indirect wholly wholly-owned subsidiary of Parent POINT (each, a “POINT Subsidiary”) immediately prior to the Effective Time, (ii) Shares owned by Xxxxx, Purchaser or any other subsidiary of Lilly or Purchaser at the Company (commencement of the Offer and owned by Lilly, Purchaser or held in any other subsidiary of Lilly immediately prior to the Company’s treasury)Effective Time, (iii) Shares irrevocably accepted for purchase in the Offer or (iv) Shares that are held by any stockholder stockholders who is are entitled to demand and properly demand appraisal and has properly exercised and perfected a demand for appraisal of such Shares pursuant to, to and who has complied in compliance in all respects with, with Section 262 of the DGCL and whodo not fail to perfect or otherwise waive, as of the Effective Time, has neither effectively withdrawn nor lost such stockholder’s withdraw or lose their rights to such appraisal and payment under the DGCL with respect to such shares under the DGCL (the “Dissenting Shares) ”)), will be converted into the right to receive an amount in cash equal to the Offer Price, without any interest thereon and net of interest, from Purchaser (the “Merger Consideration”), less any applicable withholding taxestax withholding. Under no circumstances will interest be paid on the purchase price for the SharesShares accepted for payment in the Offer, regardless including by reason of any extension of the Offer or any delay in making payment for the Shares. The Merger Agreement is more fully described in Section 11 — “The Merger Agreement; Other AgreementsAgreements — Merger Agreement.” Tendering stockholders who are the holders of record of their Shares and who tender directly to the Depositary (as defined above in the “Summary Term Sheet”) will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Section 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, banker dealer, commercial bank, trust company or other nominee should consult such institution broker, dealer, commercial bank, trust company or other nominee as to whether it charges any service fees or commissions. The Company Board has unanimously: of Directors of POINT (the “POINT Board”) unanimously (i) determined that the Merger Agreement and the transactions contemplated therebyTransactions, including the Offer and the Merger, are advisable and fair to, and in the best interest of, the Company interests of POINT and its stockholders; , (ii) declared it advisable for POINT to enter into the Merger Agreement, (iii) approved the execution, delivery and performance by the Company POINT of the Merger Agreement and the consummation of the transactions contemplated therebyTransactions, including the Offer and the Merger; (iiiiv) agreed that the Merger shall Agreement and the Merger will be governed by and effected under Section 251(h) and other relevant provisions of the DGCL; DGCL and that the Merger shall be consummated as soon as practicable following the consummation of the Offer and (ivv) resolved agreed to recommend that the stockholders holders of the Company tender their Shares to Purchaser pursuant to the Offer. More complete descriptions of the Company Board’s reasons for recommending that the Company’s stockholders accept the Offer and tender their Shares to Purchaser pursuant to the Offer, and . Table of Contents Descriptions of the POINT Board’s reasons for authorizing and approving the Merger Agreement and the transactions contemplated thereby, including consummation of the Offer and the Merger (the “Transactions”), Transactions are set forth in the CompanyPOINT’s Solicitation/Recommendation Statement on the Schedule 14D-9 (the “Schedule 14D-9”) that ), which is being mailed to you POINT stockholders together with the Offer materials (including this Offer to PurchasePurchase and the related Letter of Transmittal). Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth in Item 4 under the sub-headings “Background Recommendation of Offer and Mergerthe POINT Board” and “Background of the Merger Agreement; Reasons for the Recommendation.” The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not properly withdrawn) pursuant to the Offer is subject to the satisfaction of, among other conditions: (i) the Minimum Tender Condition (as defined below in Section 15 — “Conditions of the Offer”) and (ii) the Antitrust Condition (as defined below in Section 15 — “Conditions of the Offer”). The Offer also is subject to other customary conditions as set forth in this Offer to Purchase. See Section 15 — “Conditions of the Offer.” There is no financing condition to the Offer and the Merger. The POINT Board considered the oral opinion of Centerview Partners LLC (“Centerview”) rendered to the POINT Board on October 2, 2023, which was subsequently confirmed by delivery of a written opinion dated October 2, 2023 that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Offer Price to be paid to the holders of Shares (other than as specified in such opinion) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. The full text of Centerview’s written opinion, dated October 2, 2023, which set forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken in rendering the opinion, has been included as Annex A to the Schedule 14D-9. THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION AND SHOULD BE READ CAREFULLY IN THEIR ENTIRETY BEFORE MAKING ANY DECISION WITH RESPECT TO THE OFFER. Table of Contents THE TENDER OFFER
Appears in 1 contract
Samples: ELI LILLY & Co
per Share. On December 20February 6, 20192018, the last full day of trading before commencement of the Offer, the reported closing sales price of the Shares on NASDAQ was $68.02 103.24 per Share. We encourage you to obtain current market quotations for Shares before deciding whether to tender your Shares. See Section 6 — “Price Range of Shares; Dividends on the Shares.” Have any stockholders already agreed to tender their Shares in the Offer or to otherwise support the Offer? No. Will I have appraisal rights in connection with the Offer? No appraisal rights will be available to you in connection with the Offer. However, if Purchaser purchases Shares pursuant to the Offer, and the Merger is completed, holders of Shares immediately prior to the Effective Time who (i) did not tender their Shares in the Offer, (ii) follow the procedures set forth in Section 262 of the DGCL and (iii) do not thereafter lose such holders’ appraisal rights (by withdrawal, failure to perfect or otherwise), will be entitled to have their Shares appraised by the Delaware Court of Chancery and to receive payment of the “fair Table of Contents value” of such shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, thereon. The “fair value” could be greater than, less than or the same as the Offer Price. See Section 17 — “Appraisal Rights.” Whom should I call if I have questions about the Offer? You may call Innisfree M&A IncorporatedMacKenzie Partners, Inc., the information agent for the Offer (the “Information Agent”), toll free at (000) 000-0000. See the back cover of this Offer to Purchase for additional contact information. Table of Contents INTRODUCTION Thunder Blink Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly an indirect, wholly-owned indirect subsidiary of Sanofi, a French société anonyme (“Parent”), is offering to purchase any and all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Synthorx, Bioverativ Inc., a Delaware corporation (the “Company”), at a purchase price of $68.00 105.00 per Share in cash (the “Offer Price”) without any interest thereon and net of any applicable withholding taxesrequired tax withholding, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with this Offer to Purchase, as they may be amended or supplemented from time to time, collectively constitute the “Offer”). The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of December 7January 21, 2019 2018 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Parent and Purchaser, pursuant to which, unless otherwise agreed by the Company, Parent as soon as practicable following (and Purchaser, at 8:00 a.m., Eastern Time, on the same date as day as) the consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will merge with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), upon the terms and subject to the conditions set forth in the Merger Agreement, with the Company continuing as the surviving corporation (the “Surviving Corporation”) and becoming a wholly an indirect, wholly-owned indirect subsidiary of Parent (the “Merger”). In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than (i) Shares owned by Purchaser, Parent, Parent or any other direct or indirect wholly wholly-owned subsidiary of Parent immediately prior to the Effective Time, (ii) Shares owned by the Company (or held in the Company’s treasury), ) or any direct or indirect wholly-owned subsidiary of the Company immediately prior to the Effective Time or (iii) Shares irrevocably accepted for purchase in the Offer or (iv) Shares held by any stockholder who is entitled to demand appraisal and has properly exercised and perfected a demand for appraisal of such Shares pursuant to, and who has complied in all respects with, Section 262 of the DGCL and who, as of the Effective Time, has neither effectively withdrawn nor lost such stockholder’s rights to such appraisal and payment under the DGCL with respect to such Shares) will be converted into the right to receive an amount in cash equal to the Offer Price, without any interest thereon and net of any applicable withholding taxesrequired tax withholding. Under no circumstances will interest be paid on the purchase price for the Shares, regardless of any extension of the Offer or any delay in making payment for the Shares. The Merger Agreement is more fully described in Section 11 — – “The Merger Agreement; Other Agreements.” Tendering stockholders who are the holders of record of their Shares and who tender directly to Continental Stock Transfer & Trust Company, which is the Depositary depositary and paying agent for the Offer (as defined above in the “Summary Term SheetDepositary”) ), will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Section 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions. The Board of Directors of the Company Board (the “Company Board”) has unanimously: (i) determined declared that the Merger Agreement, the Merger and the other transactions contemplated thereby are advisable, fair to and in the best interests of the Company and its stockholders, (ii) adopted and approved the Merger Agreement and approved that the Company enter into the Merger Agreement and consummate the transactions contemplated thereby, including the Offer and the Merger, are advisable on the terms and fair tosubject to the conditions set forth therein, and in the best interest of, the Company and its stockholders; (ii) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Offer and the Merger; (iii) agreed that the Merger shall be effected under Section 251(h) and other relevant provisions of the DGCL; and (iv) resolved determined to recommend that the stockholders of the Company (other than Parent and its subsidiaries) accept the Offer and tender their Shares shares to Purchaser pursuant to the Offer, (iv) resolved to take all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in Section 203 of the DGCL and any other applicable law with respect to a “moratorium,” “control share acquisition,” “business combination,” “fair price” or other forms of anti-takeover laws or regulations that may purport to be applicable will not apply with respect to or as a result of the Merger, this Agreement, and the Transactions (as defined below) and (v) agreed and authorized that the Merger be governed by Section 251(h) of the DGCL and consummated as soon as practicable following the consummation of the Offer. Table of Contents More complete descriptions of the Company Board’s reasons for recommending that the Company’s stockholders accept the Offer and tender their Shares to Purchaser pursuant to the Offer, and for authorizing and approving the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger (collectively, the “Transactions”), are set forth in the Company’s Solicitation/Recommendation Statement on the Schedule 14D-9 (the “Schedule 14D-9”) that is being mailed to you together with this Offer to Purchase. Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth in Item 4 under the sub-headings “Background of the Offer and Merger” and “Reasons for Recommendation.”
Appears in 1 contract
Samples: Sanofi
per Share. On December 20, 2019Your Board of Directors has unanimously determined (with the interested directors abstaining) that the tender offer and the merger are fair to and in the best interests of Sherxxxx'x xxxckholders and recommends that every stockholder of the Company accept the tender offer and tender his or her Shares. In arriving at its recommendation, the last full day Board of trading before commencement Directors gave careful consideration to the factors described in the attached Recommendation / Solicitation Statement on Schedule 14D-9 that is being filed today with the Securities and Exchange Commission. Those factors considered (including the fairness opinions of Saloxxx Xxxxx Xxxnxx, Xxc. and Bowlxx Xxxlxxxxx Xxxxxx, x division of First Union Capital Markets Corp., the Company's financial advisors, copies of which opinions are filed as exhibits to the Schedule 14D-9 attached hereto), should be carefully reviewed and understood in their entirety. The terms and conditions of the OfferMerger Agreement should also be carefully reviewed and understood in their entirety. In addition to the attached Schedule 14D-9 that we are providing you, the reported closing sales price Purchaser has already provided you with its Offer to Purchase, dated March 31, 1999, together with related materials, including a Letter of Transmittal to be used for tendering your Shares. The Offer to Purchase and the Letter of Transmittal set forth in detail the terms and conditions of the Shares on NASDAQ was $68.02 per Share. We encourage you tender offer and provide instructions as to obtain current market quotations for Shares before deciding whether how to tender your Shares. See Section 6 — “Price Range I urge you to read those materials carefully. If you desire assistance in completing the Letter of Transmittal or tendering your Shares; Dividends on the Shares.” Have any stockholders already agreed to tender their Shares in the Offer or to otherwise support the Offer? No. Will I have appraisal rights in connection with the Offer? No appraisal rights will be available to you in connection with the Offer. However, if Purchaser purchases Shares pursuant to the Offer, and the Merger is completed, holders of Shares immediately prior to the Effective Time who (i) did not tender their Shares in the Offer, (ii) follow the procedures set forth in Section 262 of the DGCL and (iii) do not thereafter lose such holders’ appraisal rights (by withdrawal, failure to perfect or otherwise), will be entitled to have their Shares appraised by the Delaware Court of Chancery and to receive payment of the “fair Table of Contents value” of such shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, thereon. The “fair value” could be greater than, less than or the same as the Offer Price. See Section 17 — “Appraisal Rights.” Whom should I please call if I have questions about the Offer? You may call Innisfree Innisfeee M&A Incorporated, the information agent for the Offer (the “Information Agent”), toll collect at (212) 000-0000 (xxnks and brokers only) or toll-free at (000888) 000750-0000. See the back cover of this Offer to Purchase for additional contact information. Table of Contents INTRODUCTION Thunder Acquisition Corp., a Delaware corporation 5834 (“Purchaser”) and a wholly owned indirect subsidiary of Sanofi, a French société anonyme (“Parent”), is offering to purchase any and all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Synthorx, Inc., a Delaware corporation (the “Company”), at a purchase price of $68.00 per Share in cash (the “Offer Price”) without any interest thereon and net of any applicable withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with this Offer to Purchase, as they may be amended or supplemented from time to time, collectively constitute the “Offer”others). The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of December 7, 2019 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Parent and Purchaser, pursuant to which, unless otherwise agreed by the Company, Parent and Purchaser, at 8:00 a.m., Eastern Time, on the same date as the consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will merge with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), upon the terms and subject to the conditions set forth in the Merger Agreement, with the Company continuing as the surviving corporation (the “Surviving Corporation”) and becoming a wholly owned indirect subsidiary of Parent (the “Merger”). In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than (i) Shares owned by Purchaser, Parent, or any direct or indirect wholly owned subsidiary of Parent immediately prior to the Effective TimeVery truly yours, (ii) Shares owned by the Company (or held in the Company’s treasury/s/ Mitcxxxx Xxxxxxxxx, X.D.), (iii) Shares irrevocably accepted for purchase in the Offer or (iv) Shares held by any stockholder who is entitled to demand appraisal and has properly exercised and perfected a demand for appraisal of such Shares pursuant to, and who has complied in all respects with, Section 262 of the DGCL and who, as of the Effective Time, has neither effectively withdrawn nor lost such stockholder’s rights to such appraisal and payment under the DGCL with respect to such Shares) will be converted into the right to receive an amount in cash equal to the Offer Price, without any interest thereon and net of any applicable withholding taxes. Under no circumstances will interest be paid on the purchase price for the Shares, regardless of any extension of the Offer or any delay in making payment for the Shares. The Merger Agreement is more fully described in Section 11 — “The Merger Agreement; Other Agreements.” Tendering stockholders who are the holders of record of their Shares and who tender directly to the Depositary (as defined above in the “Summary Term Sheet”) will not be obligated to pay brokerage fees or commissions or, as provided in Section 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions. The Company Board has unanimously: (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are advisable and fair to, and in the best interest of, the Company and its stockholders; (ii) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Offer and the Merger; (iii) agreed that the Merger shall be effected under Section 251(h) and other relevant provisions of the DGCL; and (iv) resolved to recommend that the stockholders of the Company tender their Shares to Purchaser pursuant to the Offer. More complete descriptions of the Company Board’s reasons for recommending that the Company’s stockholders accept the Offer and tender their Shares to Purchaser pursuant to the Offer, and for authorizing and approving the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger (the “Transactions”), are set forth in the Company’s Solicitation/Recommendation Statement on the Schedule 14D-9 (the “Schedule 14D-9”) that is being mailed to you together with this Offer to Purchase. Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth in Item 4 under the sub-headings “Background of Offer and Merger” and “Reasons for Recommendation.”
Appears in 1 contract
Samples: Sheridan Healthcare Inc
