INTRODUCTORY NOTE
As previously reported in the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 1, 2022, by Forma Therapeutics Holdings, Inc., a Delaware corporation (“Forma”), Forma entered into an Agreement and Plan of Merger, dated August 31, 2022 (the “Merger Agreement”), with Novo Nordisk A/S, a Danish aktieselskab (“Novo”), and NNUS New Dev, Inc., a Delaware corporation and a wholly owned indirect subsidiary of Novo (“Purchaser”). All capitalized terms used herein and not otherwise defined have the meanings given to such terms in the Merger Agreement.
Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Purchaser commenced a tender offer (the “Offer”) on September 15, 2022 to acquire all of the outstanding shares of common stock of Forma, $0.001 par value per share (the “Shares”), at an offer price of $20.00 per Share, net to the seller in cash, without interest (the “Offer Price”) and subject to any withholding of taxes.
The Offer and related withdrawal rights expired at one minute after 11:59 p.m., New York City time, on October 13, 2022 (such date, the “Expiration Date”). Computershare Trust Company, N.A., in its capacity as the depositary for the Offer, has advised that, as of the expiration of the Offer, 43,837,986 Shares were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 91.5% of the total number of Shares outstanding at the time of the expiration of the Offer. The number of Shares tendered satisfied the Minimum Condition. As the Minimum Condition and each of the conditions of the Offer have been satisfied, Purchaser has accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to the Offer.
Following consummation of the Offer, the remaining conditions to the merger of Purchaser with and into Forma (the “Merger”) set forth in the Merger Agreement were satisfied, and on October 14, 2022, Novo completed its acquisition of Forma by consummating the Merger without a meeting of stockholders of Forma in accordance with Section 251(h) of the Delaware General Corporation Law, with Forma continuing as the surviving corporation (the “Surviving Corporation”). At the effective time of the Merger, each outstanding Share (other than Shares (i) held in the treasury of Forma, (ii) that as of immediately prior to the Effective Time were owned by Novo, any subsidiary of Novo (excluding Purchaser), any subsidiary of Forma or Purchaser, (iii) irrevocably accepted for payment in the Offer or (iv) Shares held by a holder who is entitled to demand and properly exercises and perfects appraisal rights in accordance with Section 262 of the DGCL with respect to such Shares) were converted into the right to receive $20.00, in cash, without interest. As a result of the Merger, Forma became an indirect wholly owned subsidiary of Novo.
In addition, immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, (i) each stock option of Forma, whether vested or unvested, that was outstanding and unexercised immediately prior to the Effective Time was cancelled and automatically converted into the right to receive for each Share underlying such option, without interest and subject to deduction for any required withholding under applicable tax law, an amount in cash from Novo or the Surviving Corporation equal to the excess of the Merger Consideration over the per Share exercise price of such option, (ii) each outstanding restricted stock unit of Forma that was outstanding immediately prior to the Effective Time, whether vested or unvested, was cancelled and automatically converted into the right to receive for each Share underlying such restricted stock unit, without interest and subject to deduction for any required withholding under applicable tax law, an amount in cash from Novo or the Surviving Corporation equal to the Merger Consideration, and (iii) each Forma restricted stock award that was outstanding immediately prior to the Effective Time was cancelled and automatically converted into the right to receive for each Share underlying such restricted stock award, without interest and subject to deduction for any required withholding under applicable tax law, an amount in cash from Novo or the Surviving Corporation equal to the Merger Consideration.
The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to Forma’s Current Report on Form 8-K, filed with the SEC on September 1, 2022, and is incorporated herein by reference.
