Your attention is directed to the following:
1. The tender price is $0.91 per Share, net to you in cash, without interest thereon and less any applicable withholding taxes plus one non-transferable contractual contingent value right per Share which represents the right to receive one or more payments in cash, contingent upon the receipt by SHIN NIPPON BIOMEDICAL LABORATORIES, LTD. or its affiliates of certain net proceed thresholds from the sale, license or other grant of rights to the STS101 program and the occurrence of certain other events described in the Contingent Value Rights Agreement (as described in the Offer to Purchase) entered into in connection with the consummation of the Offer and the Merger (as defined herein).
2. The Offer is being made for any and all outstanding Shares.
3. The Offer and withdrawal rights expire at midnight, Eastern Time, at the end of June 5, 2023, unless extended (such date and time, as it may be extended in accordance with the terms of the Merger Agreement (as defined herein), the “Expiration Time”).
4. The Offer is not subject to any financing condition. The Offer is conditioned upon, among other things, (i) the valid tender of a number of Shares that, upon the consummation of the Offer, together with the Shares then owned directly or indirectly by the Purchaser Parties (excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been “received,” by the Depositary pursuant to such procedures), would represent at least a majority of the aggregate number of shares of Satsuma’s capital stock outstanding immediately after the consummation of the Offer, (ii) that no governmental entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law or judgment (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the Offer or the Merger and (iii) Satsuma having net cash (as calculated in accordance with the terms of the Merger Agreement) not less than $26,289,999.
5. The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of April 16, 2023 (as it may be amended or supplemented from time to time in accordance with its terms, the “Merger Agreement”), by and among Parent, Purchaser and Satsuma. The Merger Agreement provides, among other things, that as soon as practicable following the acceptance for payment of Shares pursuant to and subject to the conditions to the Offer, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Purchaser will be merged with and into Satsuma (the “Merger”), with Satsuma continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of Parent.
6. After careful consideration, Satsuma’s board of directors has (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are fair to, advisable and in the best interests of Satsuma and its stockholders, (ii) approved and adopted the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, pursuant to the terms and subject to the conditions of the Merger Agreement, (iii) approved and adopted any and all actions theretofore taken or thereafter to be taken by each of the officers of Satsuma in connection with the consummation of the transactions contemplated by the Merger Agreement, (iv) authorized Satsuma to enter into and perform its obligations under the Merger Agreement and the other agreements contemplated thereby, and (v) recommended that its stockholders accept the Offer and tender their Shares to Purchaser pursuant to the Offer.
7. Tendering stockholders who are record owners of their Shares and who tender directly to AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (the “Depositary”) will not be obligated to pay brokerage fees, commissions or similar expenses or, except as otherwise provided in Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer.
If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing, detaching and returning to us the instruction form below. An envelope to return your instructions to us is enclosed. If you authorize tender of your Shares, all such Shares will be tendered unless otherwise specified on the instruction form.
