Epizyme, Inc. (EPZM)

[Enterprising Investor]

Expiration of the Offer (8/12/22)

The Offer and all withdrawal rights thereunder expired at 11:59 p.m., Eastern Time, on August 11, 2022 (the “Expiration Time”). Computershare Trust Company, N.A., in its capacity as depositary and paying agent for the Offer (the “Depositary and Paying Agent”), has advised the Parent and the Purchaser that, as of the Expiration Time, a total of 124,185,125 Shares (excluding Shares with respect to which notices of guaranteed delivery were delivered) were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 74% of the Shares outstanding as of the Expiration Time. In addition, the Depositary and Paying Agent has advised the Parent and the Purchaser that, as of the Expiration Time, notices of guaranteed delivery had been delivered with respect to 9,299,176 additional Shares, representing approximately 6% of the outstanding Shares as of the Expiration Time.

As of the Expiration Time, the number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Condition, and all other conditions to the Offer were satisfied or waived. Accordingly, the Purchaser has accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer and will promptly pay for all such Shares in accordance with the terms of the Offer.

As a result of its acceptance for payment of the Shares validly tendered and not validly withdrawn pursuant to the Offer and in accordance with Section 251(h) of the DGCL, the Purchaser owns at least the percentage of Shares that would be required to adopt the Merger Agreement without a vote of the stockholders of the Company.

Accordingly, the Parent and the Purchaser expect to complete the acquisition of the Company on August 12, 2022 by consummating the Merger pursuant to the Merger Agreement without a vote of the Company’s stockholders in accordance with Section 251(h) of the DGCL. At the Effective Time: (i) the Purchaser shall be merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned indirect subsidiary of Parent, and (ii) each remaining outstanding Share not accepted for payment in the Offer (other than the Excluded Shares) that are issued and outstanding immediately prior to the Effective Time shall be cancelled, shall cease to exist, shall no longer be outstanding, and shall be converted into the right to receive the Offer Price.

Following consummation of the Merger, the Shares will be delisted and will cease to trade on the Nasdaq Stock Market. The Parent and the Purchaser intend to take steps to cause the termination of the registration of the Shares under the Exchange Act and the suspension of all of the Company’s reporting obligations under the Exchange Act as promptly as practicable.”

https://www.sec.gov/Archives/edgar/data/1571498/000119312522219366/d392613dsc14d9a.htm