This Tender Offer Statement on Schedule TO relates solely to preliminary communications made before the
commencement of a planned tender offer by Sentry Merger Sub, Inc. (
Purchaser
), a Delaware corporation and a wholly owned subsidiary of Firmenich Incorporated (
Parent
), a Delaware corporation, for any and all of
the outstanding shares of common stock, par value $0.001 per share, of Senomyx, Inc. (the
Company
), a Delaware corporation, to be commenced pursuant to the Agreement and Plan of Merger (the
Merger Agreement
),
dated as of September 16, 2018, by and among Parent, Purchaser and the Company.
Notice to Investors/Important Additional Information Filed with
the U.S. Securities and Exchange
This communication is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of
Company stock. Purchaser has not commenced the tender offer described above. Upon commencement of the tender offer, Parent and Purchaser will file with the U.S. Securities and Exchange Commission (the SEC) a tender offer statement on
Schedule TO and related exhibits, including an offer to purchase, letter of transmittal, and other related documents. Following commencement of the tender offer, the Company will file with the SEC a solicitation/recommendation statement on Schedule
14D-9.
Stockholders should read the offer to purchase and solicitation/recommendation statement and the tender offer statement on Schedule TO and related exhibits when such documents are filed and become available,
as they will contain important information about the tender offer. Stockholders can obtain these documents when they are filed and become available free of charge from the SECs website at www.sec.gov or by contacting the investor relations
department of the Company at the email address included below.
Contact:
Senomyx, Inc.
Dave Humphrey
Vice President and Chief Financial Officer
1-858-646-8305
dave.humphrey@senomyx.com
In addition to the solicitation/recommendation statement, the Company files annual, quarterly and current reports, proxy statements and other information
with the SEC. You may read and copy any reports, statements or other information filed by the Company at the SEC public reference room at 100 F Street, N.E., Washington, DC 201549. Please call the SEC at
1-800-SEC-0330
for further information on the public reference room. The Companys filings with the SEC are also available to the public from commercial
document-retrieval services and the SECs website at www.sec.gov.
Forward-Looking Statements
This communication may contain certain forward-looking statements regarding the Company, including without limitation with respect to its business, the
proposed tender offer and merger, the expected timetable for completing the transaction, the parties ability to satisfy the conditions to the consummation of the tender offer and the other conditions set forth in the Merger Agreement, the
possibility of any termination of the Merger Agreement, and the strategic and other potential benefits of the transaction. Completion of the tender offer and merger contemplated by the Merger Agreement are subject to conditions, including
satisfaction of a minimum tender condition, and there can be no assurance that those conditions can be satisfied or that the transactions described in this communication (the
Transactions
) will be completed or will be completed
when expected. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and there are many factors that could cause actual results and
developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, the risk that not all conditions of the tender offer or the merger contemplated by the Merger
Agreement will be satisfied or waived; uncertainties regarding the two companies ability to successfully develop and market both new and existing products; uncertainties relating to the anticipated timing of filings and approvals relating to
the Transactions; uncertainties as to the timing of the tender offer and merger contemplated by the Merger Agreement; uncertainties as to how many of the Companys stockholders will tender their stock in the tender offer; the possibility that
competing offers will be made; the failure to complete the tender offer or the merger contemplated by the Merger Agreement in the timeframe expected by the parties or at all; the outcome of legal proceedings that may be instituted against the
Company and/or others relating to the Transactions; the Companys ability to maintain relationships with employees or vendors; domestic and global economic and business conditions; and other risk factors described in the Companys Annual
Report on Form
10-K
and Quarterly Reports on Form
10-Q
filed with the SEC. The reader is cautioned not to unduly rely on these forward-looking statements. Any
forward-looking statements in this communication are based on information known to Parent and Purchaser on the date of this announcement. Parent and Purchaser do not undertake any obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise.
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(a)(5)(A)
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Joint Press Release of Senomyx, Inc. and Firmenich, dated September 17, 2018 (incorporated by reference to Exhibit 99.1 to Senomyx, Incs Current Report on Form
8-K,
filed with the
SEC on September 17, 2018).
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