The Offer is not subject to any financing condition. The Offer is conditioned on, among other things, there being, as of the Expiration Date of the Offer, validly tendered (and not validly withdrawn) pursuant to the Offer a number of Shares that, together with all Shares (if any) otherwise owned by Parent or any of its wholly owned subsidiaries (including Purchaser), would represent at least one Share more than 50% of the total number of Shares of Common Stock issued and outstanding at the Expiration Date of the Offer. The Offer is also subject to certain customary conditions set forth in the Offer to Purchase as described in Section 14 — “Conditions of the Offer” of the Offer to Purchase.
We urge you to contact your clients promptly. Please note that the Offer and any withdrawal rights will expire at 12:00 Midnight, Eastern Time, at the end of the day of Thursday, February 6, 2025, unless extended (the “Expiration Date”).
The Marinus board of directors has unanimously (i) approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Offer and the Merger, (ii) determined that the terms of the Merger Agreement and the Offer and the Merger were fair to and in the best interests of Marinus and its stockholders, (iii) determined that the Merger will be effected as soon as practicable following satisfaction of all conditions set forth in the Merger Agreement without a vote of the Marinus stockholders pursuant to Section 251(h) of the DGCL and (iv) recommended that the Marinus stockholders accept the Offer and tender their Shares in response to the Offer.
Purchaser is making the Offer pursuant to an Agreement and Plan of Merger, dated as of December 29, 2024 (the “Merger Agreement”), by and among Parent, Purchaser and Marinus. Pursuant to the Merger Agreement, following the completion of the Offer and the satisfaction or waiver of all of the conditions to the Merger, Purchaser will be merged with and into Marinus (the “Merger”) without a vote of the stockholders of Marinus in accordance with Section 251(h) of the DGCL, and Marinus will survive as a direct wholly-owned subsidiary of Parent. The Offer, the Merger and the other transactions contemplated by the Merger Agreement are collectively referred to as the “Transactions.” At the effective time of the Merger, each Share then outstanding (other than Shares owned by Parent, Purchaser, Marinus or their respective subsidiaries, or Marinus stockholders who properly perfect their appraisal rights under the DGCL) will be converted into the right to receive the Offer Price in cash, without interest and subject to any applicable tax withholding.
For purposes of the Offer, Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares properly tendered to Purchaser and not properly withdrawn as, if and when Purchaser gives oral or written notice to the Depositary of Purchaser’s acceptance for payment of the Shares in the Offer. In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of a timely Book-Entry Confirmation, as defined in the Offer to Purchase and (ii) in the case of a Book-Entry Transfer, as defined in the Offer to Purchase, an Agent’s Message (as defined in the Offer to Purchase). UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE OFFER PRICE FOR THE SHARES, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING PAYMENT.
Purchaser is not aware of any jurisdiction in which the making of the Offer or the tender of Shares in connection therewith would not be in compliance with the laws of such jurisdiction. If Purchaser becomes aware of any jurisdiction in which the making of the Offer would not be in compliance with applicable law, Purchaser will make a good faith effort to comply with any such law. If, after such good faith effort, Purchaser cannot comply with any such law, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares residing in such jurisdiction. In any jurisdiction where the securities, “blue sky” or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Purchaser by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
In order to tender Shares pursuant to the Offer, in the case of book-entry transfer, an Agent’s Message should be sent to and timely received by the Depositary, and a timely Book-Entry Confirmation should be delivered, all in accordance with the instructions set forth in the Letter of Transmittal and the Offer to Purchase.
Neither Purchaser nor Parent will pay any fees or commissions to any broker or dealer or other person (other than to MacKenzie Partners, Inc. in its capacity as Information Agent and Broadridge Corporate