This Amendment No. 4 (this Amendment) to Schedule
14D-9
amends and supplements the Solicitation/Recommendation Statement on Schedule
14D-9
(as amended or supplemented from time to time, the Schedule
14D-9)
previously filed by Senomyx, Inc., a Delaware corporation (Senonmyx), with the Securities and Exchange Commission on October 4, 2018, relating to the offer by (i) Firmenich
Incorporated, a Delaware corporation (Firmenich), and (ii) Sentry Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Firmenich (Merger Sub), to purchase all of the issued and outstanding shares of
common stock of Senomyx, $0.001 par value per share, (the Shares) for $1.50 per Share, to be paid to the seller in cash, without interest and subject to any applicable withholding, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated October 4, 2018 (as it may be amended or supplemented from time to time), and the related Letter of Transmittal (as it may be amended or supplemented from time to time).
Except as otherwise set forth below, the information set forth in the Schedule
14D-9
remains unchanged
and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Schedule
14D-9.
This Amendment
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 before the
heading
Cautionary Note Regarding Forward-Looking Statements
on page 41 of the Schedule
14D-9:
Expiration of the Offering Period; Completion of the Merger
At 12:00 midnight, Eastern Time, on November 2, 2018 (one minute after 11:59 p.m., Eastern Time, on November 1, 2018), the Offer
expired. Computershare Trust Company, N.A., the depositary for the Offer, has advised Merger Sub that, as of the expiration of the Offer, a total of 40,713,815 Shares (not including 208,282 Shares tendered by notice of guaranteed delivery for which
Shares have not yet been delivered), representing approximately 82.9% of Senomyxs currently outstanding Shares, were validly tendered and not validly withdrawn in the Offer.
As of the expiration of the Offer, the number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the minimum
tender condition set forth in the Merger Agreement, and all other conditions to the Offer were satisfied. Immediately after the expiration of the Offer, Merger Sub irrevocably accepted for payment all Shares that were validly tendered and not
validly withdrawn prior to the expiration of the Offer and, pursuant to the terms of the Merger Agreement, will promptly pay for all such Shares.
Pursuant to the Merger Agreement, Firmenich and Merger Sub will complete the acquisition of Senomyx through the Merger without a meeting of
the stockholders of Senomyx in accordance with Section 251(h) of the DGCL. At the effective time of the Merger, each Share issued and outstanding immediately prior to such time (other than any Shares (i) held by Senomyx (or held in
Senomyxs treasury), which Shares will be cancelled and cease to exist at the effective time of the Merger, (ii) held by Firmenich, Merger Sub, or any other direct or indirect wholly owned subsidiary of Firmenich, which Shares will be
cancelled and cease to exist at the effective time of the Merger and (iii) held by Senomyxs stockholders who properly exercise and perfect appraisal rights for such Shares in the time and manner provided in Section 262 of the DGCL
and have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL) will be cancelled and automatically converted into the right to receive the Offer Price in cash, without interest thereon and less any
applicable withholding taxes.
Following consummation of the Merger, the Shares will be delisted and will cease to trade on the NASDAQ
Global Select Market. Pursuant to the terms of the Merger Agreement, Firmenich will take steps to cause the Shares to be deregistered under the Exchange Act as promptly as practicable.