Exhibit 99.2
GreenLight Announces Completion of Merger with Fall Line Endurance Fund
Lexington, Mass., July 24, 2023 – GreenLight Biosciences Holdings, PBC (NASDAQ: GRNA) (“GreenLight” or the “Company”) today announced the closing of its previously announced merger with SW MergerCo, Inc. (“Merger Sub”) and SW ParentCo, Inc. (“Parent”), pursuant to which Merger Sub merged with and into GreenLight with GreenLight surviving as a wholly-owned subsidiary of Parent (the “Merger”). Following the completion of the Merger, shares of GreenLight common stock, par value $0.0001 per share, and GreenLight warrants ceased trading on the NASDAQ Global Market (the “NASDAQ”) before market open on July 24, 2023, and will no longer be listed for trading on the NASDAQ. Each remaining share of GreenLight common stock not purchased in the Offer (other than shares of GreenLight common stock (i) owned by GreenLight as treasury stock, (ii) owned by Merger Sub immediately before the effective time of the Merger, (iii) that were irrevocably accepted by Merger Sub in the Offer, (iv) held by stockholders who have perfected their statutory rights of appraisal under Section 262 of the DGCL or (v) that are subject to the Contribution and Exchange Agreements entered into between Parent and certain stockholders of GreenLight) will be converted into the right to receive $0.30 in cash, without interest, and subject to deduction for any required withholding taxes.
Concurrent with the closing of the Merger, GreenLight completed its previously announced financing of $52.075 million from a syndicate of investors led by Fall Line Capital, LLC (“Fall Line”), of which $15 million had been previously funded in exchange for the issuance of $15 million of unsecured notes.
The combined company will operate as GreenLight Biosciences and continue to be led by Andrey J. Zarur, Ph.D., the Company’s CEO and President prior to the Merger, and certain other members of the GreenLight management team.
“This merger empowers GreenLight to operate with enhanced efficiency, advancing us closer to our mission of fostering healthy people and planet.” said Zarur. “We are excited to embark on this next chapter, leveraging the synergies created, as we pursue our goal of delivering market-leading RNA solutions.”
Advisors
Goodwin Procter LLP served as legal counsel to the Company. Roth Capital Partners, LLC served as financial advisor and Foley Hoag LLP served as legal counsel to the Special Committee. O’Melveny & Myers LLP served as legal counsel to Fall Line.
About GreenLight Biosciences
GreenLight Biosciences aims to address some of the world’s biggest problems by delivering on the full potential of RNA for human health and agriculture. Our RNA platform allows us to research, design, and manufacture for human, animal, and plant health. In human health, this includes messenger RNA vaccines and therapeutics. In agriculture, this includes RNA to protect honeybees and a range of crops. The Company’s platform is protected by numerous patents. GreenLight is a public benefit corporation that trades under the ticker GRNA on the NASDAQ. For more information, visit www.greenlightbiosciences.com.
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