GreenLight Biosciences Holdings (GRNA) Enters into Definitive Merger Agreement with Consortium Led by Fall Line Endurance Fund for Go-Private Transaction

GreenLight Biosciences Holdings, PBC (NASDAQ: GRNA) (“GreenLight” or the “Company”) today announced that the Company has entered into a definitive agreement (the “Merger Agreement”) to be acquired by a group of buyers led by Fall Line Capital, LLC (“Fall Line”) in an all-cash transaction valuing the Company at approximately $45.5 million.

Pursuant to the terms of the Merger Agreement, and subject to the conditions set forth therein, Fall Line, together with its affiliates, agreed that it will commence a tender offer (the “Offer”) to acquire all of the outstanding shares of common stock of the Company (the “Company Common Stock”), other than certain excluded shares, for $0.30 per share (the “Offer Price”), net to the seller in cash, without interest thereon, and subject to any required withholding, upon the terms and subject to the conditions of the Merger Agreement. The Offer Price represents a 50% premium to the closing price of the Company’s Common Stock as of May 26, 2023, the last trading day prior to the date of this announcement.

In connection with the transactions contemplated by the Merger Agreement, certain existing stockholders of the Company, together holding approximately 79.5% of the outstanding shares of the Company Common Stock, entered into contribution and exchange agreements pursuant to which such stockholders agreed to contribute their shares of Company Common Stock in exchange for shares of Series A-2 Preferred Stock of a newly formed holding company (the “Private Company”) that will own 100% of the Company upon the consummation of the transactions contemplated by the Merger Agreement.

In addition, in connection with the transactions contemplated by the Merger Agreement, Fall Line and certain investors entered into a Secured Convertible Note Purchase Agreement (the “Note Purchase Agreement”), to which the Company is a third-party beneficiary and under which the Private Company shall issue up to $100 million of Convertible Secured Promissory Notes (the “Private Company Notes”) to the investors at the closing of the Merger Agreement, of which $52.075 million is committed as of the date hereof.

In connection therewith, the Company will receive $15.0 million of cash and will issue $15.0 million of unsecured notes (the “Advance Notes”) for the purpose of providing working capital to the Company on May 30, 2023. At the closing of the merger, the Advance Notes shall automatically be exchanged for Private Company Notes issued by Private Company, with the principal balance of the Advance Notes plus all accrued interest being credited towards the Private Company Notes principal amount on a dollar-for-dollar basis.

Approvals and Timing

The transaction was negotiated on behalf of the Company by a Special Committee of its Board of Directors (the “Special Committee”) composed entirely of independent directors with the assistance of independent financial and legal advisors. Following the Special Committee’s unanimous recommendation, the Company’s Board of Directors unanimously approved the Merger Agreement and has recommended that the Company’s stockholders tender their shares of Company Common Stock in the Offer.

Subject to customary closing conditions, the Company expects the transaction to close in the third quarter of 2023. The transaction is not subject to a financing condition. Upon completion of the transaction, the Company will become a privately-held company and the Company’s shares will no longer trade on the Nasdaq Stock Exchange.

Under the terms of the Merger Agreement, the Company may solicit alternative acquisition proposals from third parties during a 30-day “go-shop” period beginning on the date of the Merger Agreement. There can be no assurances that the “go-shop” will result in a superior proposal. The Company does not intend to disclose developments related to the solicitation process until it determines whether such disclosure is appropriate or is otherwise required.

Advisors

Goodwin Procter LLP is serving as legal counsel to the Company. Roth Capital Partners, LLC is serving as financial advisor and Foley Hoag LLP is serving as legal counsel to the Special Committee. O’Melveny & Myers LLP is serving as legal counsel to Fall Line.

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