This Amendment No. 3 (this “Amendment No. 3”) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the “Schedule 14D-9”) filed by Forma Therapeutics
Holdings, Inc., a Delaware corporation (“Forma”), with the Securities and Exchange Commission (the “SEC”) on September 15, 2022, relating to the tender offer by NNUS New Dev, Inc., a Delaware corporation
(“Purchaser”) and a wholly owned indirect subsidiary of Novo Nordisk A/S, a Danish aktieselskab (“Novo”), to purchase all of the issued and outstanding shares of common stock, par value $0.001 per share (the “Shares”),
of Forma for a purchase price of $20.00 per Share in cash, to be paid to the seller without interest thereon and subject to reduction for any withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, filed
by Novo and Purchaser with the SEC on September 15, 2022 (as amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal, filed by Novo and Purchaser with the SEC on September 15,
2022 (as amended or supplemented from time to time, the “Letter of Transmittal,” which, together with the Offer to Purchase, constitute the “Offer”).
Except to the extent specifically provided in this Amendment No. 3, the information set forth in the Schedule
14D-9 remains unchanged. Capitalized terms used, but not otherwise defined, in this Amendment No. 3 shall have the meanings ascribed to them in the Schedule 14D-9.
This Amendment No. 3 is being filed to reflect certain updates as reflected below.
Item 8. Additional Information
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following new subsection before the final
subsection entitled “Cautionary Note Regarding Forward-Looking Statements” at the end of such Item 8:
“Final Results of the Offer and
Completion of the Merger
The Offer expired at one minute after 11:59 p.m. New York City Time, on October 13, 2022. Computershare Trust Company,
N.A., in its capacity as depositary for the Offer (the “Depositary”), advised that, as of the expiration of the Offer, a total of 43,837,986 Shares were validly tendered and not validly withdrawn pursuant to the Offer, representing
approximately 91.5% of the Shares outstanding as of the expiration of the Offer. As of the expiration of the Offer, the number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Condition, as defined in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. Promptly after the expiration of the Offer, Purchaser irrevocably accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer. Purchaser will promptly pay for all such Shares.
Following the acceptance of such Shares, the Merger was completed on October 14, 2022, in accordance with Section 251(h) of the DGCL without a vote
of Forma’s stockholders. At the Effective Time of the Merger, each Share (other than Excluded Shares) were automatically canceled and converted into the right to receive $20.00 in cash, without interest and subject to any withholding of taxes
required by applicable law.
As a result of the Merger, the Shares will be delisted and will cease to trade on The NASDAQ Global Market. Novo and
Purchaser intend to take steps to cause the termination of the registration of the Shares under the Exchange Act and suspend all of Forma’s reporting obligations under the Exchange Act as promptly as practicable.
On October 14, 2022, Novo issued a press release announcing the expiration and results of the Offer. The full text of the press release is attached as
Exhibit (a)(5)(K) hereto and is incorporated herein by reference.”
Item 9. Exhibits
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following Exhibit to the list of
Exhibits:
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Exhibit
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Description |
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Press Release of Novo Nordisk A/S dated October 14, 2022 (incorporated by reference to Exhibit (a)(5)(C) to the Schedule TO). |