registered in your name or in the name of a nominee, with space provided for obtaining such clients’ instructions with regard to the Offer;
5.
Notice of guaranteed delivery to be used to accept the Offer if certificates representing the Shares and all other required documents cannot be delivered to Continental Stock Transfer & Trust Company (the “Depositary”) prior to the Expiration Date (as defined below), if the procedure for delivery by book-entry transfer cannot be completed prior to the Expiration Date, or if time will not permit all required documents to reach the Depositary prior to the Expiration Date; and
6.
return envelope addressed by mail to: Continental Stock Transfer & Trust Company, Attn: Corporate Actions, 1 State Street, 30th Floor, New York, New York 10004.
The Offer is not subject to any financing condition. The Offer is conditioned on, among other things, there being validly tendered pursuant to the Offer and “received” by the “depository” (as such terms are defined in Section 251(h) of the Delaware General Corporation Law (the “DGCL”) and not properly withdrawn prior to 12:00 Midnight, New York City time, at the end of the day of Monday, March 11, 2024 (unless the Offer is extended), Shares that, considered together with the number of Shares (if any) then owned by Parent and Purchaser (and excluding Shares tendered in the Offer pursuant to guaranteed delivery procedures that have not yet been “received,” as such term is defined in Section 251(h) of the DGCL, by the depositary for the Offer pursuant to such procedures), equals at least a majority in voting power of the Shares then issued and outstanding. The Offer is also subject to certain other customary conditions set forth in the Offer to Purchase, as described in Section 14 — “Conditions of the Offer” of the Offer to Purchase.
We urge you to contact your clients promptly. Please note that the Offer and any withdrawal rights will expire at 12:00 Midnight, New York City time, at the end of the day of Monday, March 11, 2024, unless extended (the “Expiration Date”).
The Science 37 board of directors has unanimously (i) approved and declared advisable the Merger Agreement, the Offer, the Merger (as defined below) and the other Transactions (as defined below), (ii) determined that the terms of the Merger Agreement and the Offer and the Merger are fair to, and in the best interests of, Science 37 and its stockholders, (iii) determined that the Offer Price is fair to Science 37’s stockholders, (iv) authorized and approved the execution, delivery and performance by Science 37 of the Merger Agreement and the consummation by Science 37 of the Offer and the Merger, (v) determined that the Merger shall be effected as soon as practicable following the satisfaction of all conditions set forth in the Merger Agreement without a vote of the Science 37’s stockholders pursuant to Section 251(h) of the DGCL, and (vi) recommended that Science 37’s stockholders accept the Offer and tender their Shares to Purchaser in response to the Offer.
Purchaser is making the Offer pursuant to an Agreement and Plan of Merger, dated as of January 28, 2024 (the “Merger Agreement”), by and among Parent, Purchaser and Science 37. Pursuant to the Merger Agreement, following the completion of the Offer and the satisfaction or waiver of all of the conditions to the Merger, Purchaser will be merged with and into Science 37 (the “Merger”) without a vote of the stockholders of Science 37 in accordance with Section 251(h) of the DGCL, and Science 37 will survive as a wholly-owned subsidiary of Parent (the “Surviving Corporation”). The Offer, the Merger and the other transactions contemplated by the Merger Agreement are collectively referred to as the “Transactions.” At the effective time of the Merger (the “Effective Time”), each Share then outstanding (other than (i) Shares (if any) that, immediately prior to the Effective Time were held by Science 37 in treasury or held directly by Parent or Purchaser and (ii) Shares that are outstanding immediately prior to the Effective Time and that are held by a Science 37 stockholder who properly demands and perfects appraisal rights under Delaware law) will be converted into the right to receive the Offer Price in cash, without interest and subject to any tax withholding. The Merger Agreement is more fully described in the Offer to Purchase.
For purposes of the Offer, Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares properly tendered to Purchaser and not properly withdrawn as, if and when Purchaser gives oral or written notice to the Depositary of Purchaser’s acceptance for payment of the Shares in the Offer. In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) a timely Book-Entry Confirmation, as defined in the Offer to Purchase, (ii) a properly completed and duly executed Letter of Transmittal (or a manually executed facsimile thereof) or
