Firmenich Incorporated announced today that its wholly-owned U.S. subsidiary, Sentry Merger Sub, Inc., commenced the previously announced tender offer to acquire all of the outstanding common stock of Senomyx, Inc. (NASDAQ: SNMX) for $1.50 per share, net to the seller in cash, without any interest thereon and less any applicable withholding taxes. The tender offer is scheduled to expire at 12:00 midnight, New York City time, on November 2, 2018 (one minute after 11:59 p.m., New York City time, on November 1, 2018), unless extended in accordance with the merger agreement and the applicable rules and regulations of the U.S. Securities and Exchange Commission.
The tender offer follows the announcement on September 17, 2018 of the entry into the merger agreement between Senomyx, Firmenich and Sentry Merger Sub. The board of directors of Senomyx has unanimously approved the merger agreement and has recommended that Senomyx stockholders tender their shares pursuant to the tender offer. Consummation of the tender offer is subject to various conditions, including a minimum tender of a majority of outstanding Senomyx shares, and other customary closing conditions.
Complete terms and conditions of the tender offer can be found in the Offer to Purchase, the related Letter of Transmittal and certain other materials filed with the SEC on October 4, 2018, and available at www.sec.gov. In addition, on October 4, 2018, Senomyx filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC relating to the tender offer.
Following the successful completion of the tender offer, Firmenich will acquire all remaining shares not tendered in the tender offer through a second-step merger at the same price as to be paid to stockholders tendering their shares in the tender offer.
About Firmenich Firmenich is the world's largest privately-owned company in the fragrance and taste business, founded in Geneva, Switzerland, in 1895. Driven by its purpose to create positive emotions to enhance wellbeing, naturally, Firmenich has designed many of the world's best-known perfumes and tastes. Bringing the extraordinary into the daily life of billions of consumers each day, Firmenich stands for positive experiences in all senses: positive sensorially, positive for its communities and positive for the planet. Renowned for its world-class research and creativity, as well as its leadership in sustainability, each year, it invests 10% of its turnover in R&D to understand and share the best that nature has to offer responsibly. Firmenich had an annual turnover of 3.34 billion Swiss Francs at end June 2017. More information about Firmenich is available at www.firmenich.com
About Senomyx
Senomyx discovers novel flavor ingredients and natural high intensity sweeteners that allow food and beverage companies to create better-for-you products. Under its direct sales program, Senomyx sells its Complimyx® brand flavor ingredients, Sweetmyx®, Savorymyx®, and Bittermyx®, to flavor companies for use in a wide variety of foods and beverages. In addition, Senomyx has partnerships with leading global food, beverage, and ingredient supply companies, which are currently marketing products that contain Senomyx's flavor ingredients. For more information, please visit www.senomyx.com.
