INTRODUCTION
This Amendment No. 4 (“Amendment No. 4”) amends and supplements the Rule 13e-3 Transaction Statement on Schedule 13E-3 originally filed with the United States Securities and Exchange Commission (“SEC”) on June 21, 2023 (as amended, the “Schedule 13E-3”), by GreenLight Biosciences Holdings, PBC, a Delaware corporation (“GreenLight” or the “Company”), the issuer of the common stock that is the subject of the Rule 13e-3 transaction described below.
This Amendment No. 4 relates to the cash tender offer (the “Offer”) by SW MergerCo, Inc., a Delaware corporation (“Merger Sub” or “Purchaser”) and a wholly owned subsidiary of SW ParentCo, Inc., a Delaware corporation (“Parent”), to purchase all of the issued and outstanding common stock, par value $0.0001, of GreenLight (referred to as the “common stock”, the “Company Common Stock” or the “GreenLight Common Stock” and each such share, a “Share” and collectively, the “Shares”), other than certain excluded shares, at an offer price of $0.30 per Share, net to the holder of such Share, in cash, without interest and subject to any applicable withholding taxes (the “Offer Price”). Fall Line Endurance Fund, LP (“Fall Line”) owns all of the issued and outstanding shares of capital stock of Parent. Fall Line Endurance GP, LLC, a Delaware limited liability company (“Fall Line GP”), is the general partner of Fall Line and exercises control over Fall Line. Mr. Clay Mitchell and Mr. Eric O’Brien are the sole members of Fall Line GP.
The Offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 21, 2023, and the related Letter of Transmittal, pursuant to the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of May 29, 2023, by and among GreenLight, Parent and Purchaser. The Offer is described in a Tender Offer Statement on Schedule TO (as it may be amended or supplemented from time to time, the “Schedule TO”), filed by Purchaser and Parent with the SEC on June 14, 2023, which contains as exhibits an Offer to Purchase dated June 21, 2023 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal”), which Letter of Transmittal, together with the Offer to Purchase, as each of them may be amended or supplemented from time to time, constitutes the Offer.
In response to the Offer, the Company originally filed a Solicitation/Recommendation Statement on Schedule 14D-9 on June 21, 2023 (as amended or supplemented from time to time and together with any exhibits and annexes attached thereto, the “Schedule 14D-9”). The information contained in the Schedule 14D-9 and the Offer to Purchase, including all schedules, annexes and exhibits thereto, copies of which are attached as exhibits hereto, is expressly incorporated by reference to the extent such information is required in response to the items of this Amendment No. 4, and is supplemented by the information specifically provided herein. The responses to each item in this Amendment No. 4 are qualified in their entirety by the information contained in the Schedule 14D-9 and the Offer to Purchase. All information contained in this Amendment No. 4 concerning the Company, Parent and Purchaser has been provided by such person and not by any other person. All capitalized terms used in this Amendment No. 4 without definition have the meanings ascribed to them in the Schedule 14D-9.
