GENEVA and PRINCETON, N.J.
and SAN DIEGO, Nov. 2, 2018 /PRNewswire/ -- Firmenich is
pleased to announce the completion of its acquisition of Senomyx,
Inc. ("Senomyx"), a global leader in taste innovation and expert in
sweet, cooling and bitter solutions. Strengthening Firmenich's
taste and nutrition capabilities, this acquisition adds to the
Group's excellence in creating healthy and great tasting food,
drink and oral care experiences for its customers.
Sentry Merger Sub, Inc., a wholly owned subsidiary of Firmenich
Incorporated ("Purchaser"), has successfully completed its tender
offer to purchase all of the outstanding shares of common stock of
Senomyx (NASDAQ: SNMX), at a price of $1.50 per share, net to the seller in cash,
without any interest thereon and less any applicable withholding
taxes. The tender offer expired as scheduled at 12:00 midnight,
New York City time, on
November 2, 2018 (one minute after
11:59 p.m., New York City time, on November 1, 2018).
Computershare Trust Company, N.A., the depositary for the tender
offer has advised Firmenich that, as of the expiration of the
tender offer, approximately 40,713,815 shares of Senomyx common
stock (not including 208,282 shares tendered by notice of
guaranteed delivery for which shares have not yet been delivered),
representing 82.9% of Senomyx's outstanding shares, were validly
tendered and not validly withdrawn pursuant to the tender offer. As
a result, the minimum condition of the tender offer, which
generally requires that a majority of the shares of Senomyx common
stock outstanding at the expiration of the tender offer be validly
tendered and not withdrawn, has been satisfied, and Purchaser
has accepted for payment and will promptly pay for all such
tendered Senomyx shares (and any additional shares tendered
pursuant to guaranteed delivery procedures unless actual delivery
does not occur), in accordance with the terms of the tender
offer.
Purchaser intends to complete the merger today in accordance
with Section 251(h) of the General Corporation Law of the
State of Delaware. As a result of
the merger, each share of common stock of Senomyx not tendered in
the tender offer (other than (i) treasury shares, (ii) shares held
by Firmenich or any wholly owned subsidiary of Firmenich, (iii)
shares held by Senomyx, and (iv) shares owned by Senomyx
stockholders who have properly preserved their appraisal rights
under Section 262 of the General Corporation Law of the
State of Delaware) will be
converted into the right to receive an amount in cash equal to
$1.50 per share, net to the seller in
cash, without any interest thereon and less any applicable
withholding taxes (i.e., the same price per share that was paid in
the tender offer).
As a result of the tender offer and the merger, Senomyx will
become a wholly owned subsidiary of Firmenich and Senomyx common
stock will cease trading on the NASDAQ Global Select Market.
About Firmenich
Firmenich is the world's largest
privately-owned perfume and taste company, founded in Geneva, Switzerland, in 1895. Driven by its
purpose to create positive emotions to enhance wellbeing,
naturally, Firmenich has designed many of the world's best-known
perfumes and tastes, bringing delight to over four billion
consumers every day. Renowned for its world-class research and
creativity, as well as its leadership in sustainability, each year,
Firmenich invests 10% of its turnover in R&D to understand and
share the best that nature has to offer responsibly. Firmenich had
an annual turnover of 3.7 billion Swiss
Francs at end June 2018. More
information about Firmenich is available at www.firmenich.com.
About Senomyx
Senomyx discovers novel flavor
ingredients and natural high intensity sweeteners that allow food
and beverage companies to create better-for-you products. Under its
direct sales program, Senomyx sells its Complimyx® brand flavor
ingredients, Sweetmyx®, Savorymyx®, and Bittermyx®, to flavor
companies for use in a wide variety of foods and beverages. In
addition, Senomyx has partnerships with leading global food,
beverage, and ingredient supply companies, which are currently
marketing products that contain Senomyx's flavor ingredients. For
more information, please visit www.senomyx.com.
Forward-Looking Statements
This communication may contain certain forward-looking statements,
including without limitation the timing of payment for shares
validly tendered (and not validly withdrawn) pursuant to the tender
offer, the completion of the merger and the expected delisting of
Senomyx shares from the NASDAQ Global Select Market. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that will
occur in the future and there are many factors that could cause
actual results and developments to differ materially from those
expressed or implied by these forward-looking statements.
These factors include, but are not limited to, risks relating
to actions taken by third parties, including regulatory
bodies, and other risk factors described in Senomyx's Annual Report
on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC.
The reader is cautioned not to unduly rely on these forward-looking
statements. Any forward-looking statements in this communication
are based on information known to Firmenich, Purchaser or Senomyx
on the date of this announcement. None of Firmenich, Purchaser or
Senomyx undertakes any obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise.
Contact:
Heidi
Salon
|
Firmenich
|
+41 79 689
9497
|
heidi.salon@firmenich.com
|
|
View original content to download
multimedia:http://www.prnewswire.com/news-releases/firmenich-successfully-completes-tender-offer-to-acquire-senomyx-300742984.html
SOURCE Senomyx, Inc.