Novo Nordisk A/S (CPSE:NOVO B) entered into a definitive agreement to acquire Forma Therapeutics Holdings, Inc. (NasdaqGM:FMTX) from RA Capital Management, L.P. and others for approximately $990 million on August 31, 2022. Under the terms of the agreement, Novo Nordisk will initiate a tender offer to acquire all outstanding shares of Forma Therapeutics' common stock at a price of $20 per share in cash. Upon the successful completion of the tender offer, Novo Nordisk's acquisition subsidiary will merge into Forma Therapeutics, and any shares of common stock of Forma Therapeutics not tendered into the offer will receive the same USD per share price payable in the tender offer. Forma Therapeutics is required to pay a termination fee of $34.5 million on Novo Nordisk.

The closing of the tender offer will be subject to certain conditions, including the tender of shares representing a majority of Forma Therapeutics' outstanding shares; receipt of applicable regulatory approvals; the waiting period (and extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has expired or been terminated; and other customary conditions. The transaction has been unanimously approved by the Forma Therapeutics Board of Directors. The board of directors of Novo Nordisk has approved the transaction. Forma Board established a Strategic Transaction Committee of the Forma Board comprised of Peter Wirth, an independent director, Marsha Fanucci, an independent director, Peter Kolchinsky, an independent director, and Frank D. Lee, the Chief Executive Officer of Forma. The waiting period under the HSR Act expired at 11:59 p.m. Eastern Time on September 27, 2022. The transaction is expected to close in the fourth quarter of 2022. Offer commenced on September 15, 2022.

Novo Nordisk is represented by Moelis & Company UK LLP as financial advisor and William H. Aaronson, David R. Bauer, Veronica M. Wissel, Arthur J. Burke, William A. Curran of Davis Polk & Wardwell LLP as legal advisor. Forma Therapeutics is represented by Centerview Partners LLC as financial advisor and fairness opinion provider and Stuart M. Cable, Lisa R. Haddad, William D. Collins, Andrew H. Goodman of Goodwin Procter LLP as legal advisor.

Novo Nordisk A/S (CPSE:NOVO B) completed the acquisition of Forma Therapeutics Holdings, Inc. (NasdaqGM : FMTX) from RA Capital Management, L.P. and others on October 13, 2022. Following completion, Forma Therapeutics has become a wholly owned subsidiary of Novo Nordisk. The transaction completed following satisfaction of all conditions of the offer.