This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on September 15, 2022 (together with any subsequent amendments and supplements thereto, the “Schedule TO”), by NNUS New Dev, Inc., a Delaware corporation (“Purchaser”) and an indirect wholly owned subsidiary of Novo Nordisk A/S, a Danish aktieselskab (“Parent”), and Parent. The Schedule TO relates to the offer by Purchaser to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Forma Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), at a purchase price of $20.00 per Share, net to the holder in cash, without interest and subject to any withholding of taxes, upon the terms and subject to the conditions described in the Offer to Purchase dated September 15, 2022 (together with any amendments or supplements thereto, the “Offer to Purchase”) and in the accompanying Letter of Transmittal (together with any amendments or supplements thereto and with the Offer to Purchase, the “Offer”), which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.
ITEMS 1 THROUGH 9; AND ITEM 11.
The disclosure in the Offer to Purchase and Item 11 of the Schedule TO is hereby amended and supplemented by deleting the paragraph titled “Legal Proceedings Relating to the Tender Offer” and adding the following sub-heading and paragraphs at the end of Section 15—“Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase:
“Certain Litigation
In connection with the Merger Agreement, seven complaints have been filed by purported Company stockholders as individual actions in United States District Courts against the Company and the Company’s directors. Six complaints have been filed in the United States District Court for the Southern District of New York and are captioned O’Dell v. Forma Therapeutics Holdings, Inc., et al., 22-cv-7931 (filed September 16, 2022), Morgan v. Forma Therapeutics Holdings, Inc., et al., 22-cv-8243 (filed September 27, 2022), Whitfield v. Forma Therapeutics Holdings, Inc., et al., 22-cv-8263 (filed September 27, 2022), Justice v. Forma Therapeutics Holdings, Inc., et al., 22-cv-8268 (filed September 28, 2022) Bushansky v. Forma Therapeutics Holdings, Inc., et al., 22-cv-8314 (filed September 29, 2022), and Scott v. Forma Therapeutics Holdings, Inc., et al., 22-cv-8399 (filed October 1, 2022). One complaint has been filed in the United States District Court for the District of Delaware and is captioned Johnson v. Forma Therapeutics Holdings, Inc., et al., 22-cv-1275 (filed September 28, 2022). The foregoing complaints are referred to as the “Complaints.”
The Complaints allege that the defendants violated federal securities laws by misrepresenting and/or omitting material information in the Schedule 14D-9. The Complaints seek, among other things, (i) injunctive relief preventing the consummation of the Transactions contemplated by the Merger Agreement, (ii) rescissory damages or rescission in the event that the transactions contemplated by the Merger Agreement have already been consummated, (iii) damages, and (iv) plaintiff’s attorneys’ and experts’ fees and expenses. The Company has also received a demand letter from a purported Company shareholder (the “Demand”) requesting that the Company provide additional disclosures in connection with the Transactions. The Company believes that the claims asserted in the Complaints and the Demand are without merit and intends to defend vigorously against such claims. Additional lawsuits may be filed against the Company, the Company Board, the Purchaser and/or the Surviving Corporation, and additional demand letters may be received, in connection with the Transactions, the Schedule TO and the Schedule 14D-9.”
