As of the Expiration Time, the number of shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer satisfied the minimum tender condition to the Offer and all other conditions to the Offer were satisfied or waived. Promptly after the Expiration Time, Purchaser irrevocably accepted for payment, and expects to promptly pay for, all shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer. As a result of its acceptance of the shares of Common Stock tendered in the Offer (together with the shares of Common Stock owned by SNBL and its wholly owned subsidiaries prior to the commencement of the Offer), Purchaser acquired sufficient shares of Common Stock to complete the Merger without the affirmative vote of the stockholders of Satsuma pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”).
Item 4. Purpose of Transaction.
Item 4 in Schedule 13D is hereby supplemented as follows:
On June 8, 2023, pursuant to the terms of the Merger Agreement, Purchaser merged with and into Satsuma, with Satsuma continuing as the surviving corporation and a wholly owned subsidiary of SNBL.
Concurrently with the consummation of the Merger (the “Effective Time”), each share of Common Stock issued and outstanding immediately prior to the Effective Time, not including any shares of Common Stock (i) owned or held in the treasury of Satsuma, (ii) owned by SNBL and Purchaser or (iii) owned by stockholders who are entitled to appraisal rights under the DGCL and who have complied with all provisions thereof concerning the exercise of such appraisal rights, were automatically converted into the right to receive an amount in cash equal to the Offer Price, subject to reduction for any applicable withholding taxes and without interest.
At the Effective Time, the 1000 shares of common stock, par value $0.001 per share of Purchaser that were issued and outstanding immediately prior to the Effective Time were automatically converted into 1000 shares of common stock, par value $0.01 per share of Satsuma.
Promptly following the Effective Time, Satsuma shall cause the shares of Common Stock to be delisted from the Nasdaq Global Market and deregistered under the Securities Exchange Act of 1934, as amended.
Item 5. Interest in the Securities of the Issuer.
Item 5 in Schedule 13D is hereby supplemented as follows:
(a)-(b) The beneficial ownership percentages described in this Amendment No. 2 are based on a total of 1000 shares of common stock, par value $0.001 per share of Satsuma outstanding as of June 8, 2023.
The information contained on the cover pages to this Amendment No. 2 is incorporated herein by reference. The shares of common stock reported on this Amendment No. 2 are directly held by SNBL. The total issued and outstanding shares of common stock held by SNBL comprises 100% of the issued and outstanding shares of common stock of Satsuma.
Except for the shares of common stock of Satsuma owned by SNBL, none of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the other persons listed on Schedule I hereto beneficially owns any other securities of Satsuma.
(c) Except for the Merger Agreement and the transactions described in this Amendment No. 2, neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any person listed on Schedule I hereto, have effected any transactions in the shares of common stock of Satsuma during the past 60 days.
(d) To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Amendment No. 2.
(e) Not applicable.
