This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO (as amended, which, together with any exhibits, amendments and supplements thereto, collectively constitute this “Schedule TO”) related to the tender offer (the “Offer”), filed on June 21, 2023 by SW MergerCo, Inc., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of SW ParentCo, Inc. a Delaware corporation (“Parent”), to purchase all of the outstanding shares of common stock, par value $0.0001 per share (the “Shares”), of GreenLight Biosciences Holdings, PBC, a Delaware public benefit corporation (“GreenLight”), at a price of $0.30 per share net to the seller in cash without interest and subject to any applicable withholding taxes, if any, upon the terms and conditions set forth in the Offer to Purchase dated June 21, 2023 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and in the related Letter of Transmittal (the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B), which, together with any amendments or supplements, collectively constitute the “Offer”.
All the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO and all of the information required by Schedule 13E-3 that is not included in or covered by the items in the Schedule TO is incorporated by reference to the Schedule 13E-3 filed by GreenLight and the other parties thereto on June 21, 2023, as amended, and is supplemented by the information specifically provided in this Amendment. This Amendment should be read together with the Schedule TO.
Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Purchase.
This Amendment is being filed to amend and supplement Items 1 through 9 and Item 11, as reflected below.
Item 1 through 9 and Item 11
Items 1 through 9 and Item 11 of the Schedule TO are hereby amended and supplemented as follows:
“The Offer and withdrawal rights expired at one minute after 11:59 p.m., New York City time, on Wednesday, July 19, 2023. The Depositary for the Offer has indicated that a total of 18,791,264 Shares were validly tendered and not validly withdrawn pursuant to the Offer as of the Expiration Date, representing approximately 60.36% of the outstanding Shares other than Rollover Shares. In addition, Notices of Guaranteed Delivery have been delivered for 477,399 Shares, representing approximately 1.5% of the outstanding Shares other than Rollover Shares. As of the expiration of the Offer, the number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Condition, as defined in the Offer to Purchase, and all other conditions to the Offer were satisfied or waived. All Shares that were validly tendered and not withdrawn pursuant to the Offer have been accepted for payment by the Purchaser.
As a result of its acceptance of the Shares tendered in the Offer, Purchaser acquired a sufficient number of Shares to complete the Merger without a vote of the stockholders of GreenLight pursuant to Section 251(h) of the DGCL. Accordingly, on July 20, 2023, the Purchaser expects to effect the Merger under Section 251(h) of the DGCL, pursuant to which the Purchaser will merge with and into GreenLight, with GreenLight surviving as a wholly owned subsidiary of Parent. At the Effective Time, each Share was converted automatically into the right to receive the Offer Price (other than Excluded Shares, Rollover Shares and Dissenting Shares).
