This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Tender Offer
Statement on Schedule TO (which, together with any exhibits, amendments and supplements thereto, collectively constitute this “Schedule TO”) related to the tender offer (the “Offer”), filed on June 21, 2023 by SW
MergerCo, Inc., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of SW ParentCo, Inc. a Delaware corporation (“Parent”), to purchase all of the outstanding shares of common stock, par value $0.0001 per share
(the “Shares”), of GreenLight Biosciences Holdings, PBC, a Delaware public benefit corporation (“GreenLight”), at a price of $0.30 per share net to the seller in cash without interest and subject to any applicable withholding
taxes, if any, upon the terms and conditions set forth in the Offer to Purchase dated June 21, 2023 (the “Offer to Purchase”).
The
information contained in the Schedule TO, as supplemented and amended by the information contained in Item 11 below, is incorporated herein by reference. Except as specifically provided herein, this Amendment No. 1 does not modify any of the
information previously reported on the Schedule TO.
This Amendment No. 1 amends and supplements the Schedule TO as set forth below to further
clarify the fees and expenses incurred by Purchaser and GreenLight in connection with the Offer.
Item 11 Additional
Information.
Regulation M-A Item 1011
Item 18 of the Offer to Purchase titled “Fees and Expenses” is hereby deleted in its entirety and replaced with the following:
Parent and Purchaser have retained the Depositary and the Information Agent in connection with the Offer. Each of the Depositary and the
Information Agent will receive customary compensation, reimbursement for reasonable out-of-pocket expenses, and indemnification against certain liabilities in
connection with the Offer, including liabilities under the federal securities laws.
As part of the services included in such
retention, the Information Agent may contact holders of Shares by personal interview, mail, electronic mail, telephone, and other methods of electronic communication and may request brokers, dealers, commercial banks, trust companies and other
nominees to forward the Offer materials to beneficial holders of Shares.
Except as set forth above, we will not pay any fees or
commissions to any broker or dealer or other person for soliciting tenders of Shares pursuant to the Offer. Brokers, dealers, commercial banks and trust companies will upon request be reimbursed by us for customary mailing and handling expenses
incurred by them in forwarding the offering material to their customers.
The following is an estimate of fees and expenses to be incurred by the
Purchaser in connection with the transactions contemplated by the Merger Agreement:
|
|
|
|
|
| Type of Fee |
|
Amount |
|
| Filing Fees |
|
$ |
2,000.00 |
|
| Depositary and Paying Agent |
|
$ |
20,000.00 |
|
| Information Agent (including mailing and advertisement cost) |
|
$ |
102,000.00 |
|
| Printing and other |
|
$ |
60,000.00 |
|
|
|
|
|
|
| Total |
|
$ |
184,000.00 |
|
The Purchaser also anticipates that it will incur legal expenses in connection with the Offer and the Merger, which
Purchaser estimates will total approximately $1,500,000.00. GreenLight will incur its own fees and expenses in connection with the Offer, as described below. If the Offer Acceptance Time occurs, as promptly as reasonably practicable thereafter,
GreenLight must reimburse Parent for the Parent Expenses.