Offer to Purchase All Outstanding Shares of Common Stock of Miramar Labs, Inc. at $0.3149 Per Share plus a Contingent Value Right, which Represents the Contractual Right to Receive up to $0.7058 per Share Upon the Achievement of Certain Sales...Merger Agreement • June 26th, 2017 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This Offer (as defined below) is being made pursuant to the Agreement and Plan of Merger, dated as of June 11, 2017 (as it may be amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”), by and among Miramar Labs, Inc., a Delaware corporation (“Miramar”), Sientra, Inc., a Delaware corporation (“Parent”), and Desert Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”).
Confidentiality AgreementLetter Agreement • June 26th, 2017 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
In connection with your consideration of a potential negotiated acquisition or negotiated business combination transaction between Miramar Labs, Inc., a Delaware corporation (“we” or the “Company”) and Sientra, Inc. (“you” or “Buyer”) (any such transaction being referred to herein as a “Transaction”), it is expected that each of the parties hereto will convey, furnish or otherwise make available to the other party and its Representatives (as defined below), Confidential Information (as defined below) for purposes of evaluating a Transaction. Each of the parties hereto hereby agrees to treat all Confidential Information of the other party hereto, all Evaluation Material (as defined below), and all Transaction Information (as defined below) in accordance with the provisions of this letter agreement, and to take or abstain from taking certain other actions herein set forth. The party hereto conveying, furnishing or otherwise making available Confidential Information hereunder is sometimes
at $0.3149 Per Share plus a Contingent Value Right, which Represents the Contractual Right to Receive up to $0.7058 per Share Upon the Achievement of Certain Sales Milestones Relating to the miraDry System, as Described in and Under the Conditions Set...Sientra, Inc. • June 26th, 2017 • Orthopedic, prosthetic & surgical appliances & supplies
Enclosed for your consideration are the Offer to Purchase, dated June 26, 2017 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”) in connection with the offer by Desert Acquisition Corporation, a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Sientra, Inc., a Delaware corporation (“Parent”), to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Miramar Labs, Inc., a Delaware corporation (“Miramar”), that are issued and outstanding at a price of $0.3149 per Share, net to the holder thereof, in cash, without interest thereon (less any required withholding) (the “Cash Portion”), plus a contractual contingent value right (a “CVR”), which represents the right to receive a cash payment of $0.0147 per CVR, without i
