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GreenLight Biosciences Holdings, PBC (NASDAQ:GRNA) ("GreenLight" or the "Company") today announced that it is initiating the final steps in closing its previously announced merger with SW MergerCo, Inc. ("Merger Sub") and SW ParentCo, Inc ("Parent"). Following the completion of the Merger, shares of GreenLight common stock are expected to cease trading on the NASDAQ Global Market ("NASDAQ") after market close on July 20, 2023, and will no longer be listed for trading on the NASDAQ. Merger Sub's tender offer (the "Offer") to purchase any and all outstanding shares of GreenLight's common stock (other than shares of GreenLight common stock (i) owned by GreenLight as treasury stock (ii) owned by Merger Sub immediately before the effective time of the Merger, (iii) that were irrevocably accepted by Merger Sub in the Offer, (iv) held by stockholders who have perfected their statutory rights of appraisal under Section 262 of the Delaware General Corporate Law ("DGCL") or (v) that are subject to the Contribution and Exchange Agreements entered into between Parent and certain stockholders of GreenLight (such stockholders, the "Rollover Stockholders")) expired one minute after 11:59 p.m. (New York City time) on July 19, 2023. As of one minute after 11:59 p.m. (New York City time) on July 19,2023, a total of 18,791,264 shares of GreenLight common stock were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 60.4% of the outstanding shares of GreenLight common stock not otherwise owned by Merger Sub, its affiliates or the Rollover Stockholders. In addition, "Notices of Guaranteed Delivery" have been delivered for 477,399 shares of GreenLight common stock, representing approximately 1.5% of the outstanding shares not otherwise owned by Merger Sub, its affiliates or the Rollover Stockholders. Merger Sub intends to accept for payment in accordance with the terms of the Offer all shares of GreenLight common stock that were validly tendered and not validly withdrawn as of the expiration of the Offer.
Merger Sub will be merged with and into GreenLight, with GreenLight continuing as the surviving corporation that is wholly owned by the Parent. Each remaining share of GreenLight common stock not purchased in the Offer (other than shares of GreenLight common stock (i) owned by GreenLight as treasury stock, (ii) owned by Merger Sub immediately before the effective time of the Merger, (iii) that were irrevocably accepted by Merger Sub in the Offer, (iv) held by stockholders who have perfected their statutory rights of appraisal under Section 262 of the DGCL or (v) that are subject to the Contribution and Exchange Agreements entered into between Parent and the Rollover Stockholders) will be converted into the right to receive $0.30 in cash, without interest, and subject to deduction for any required withholding taxes.
Posted In: GRNA
