conditions of the Offer contained in Sections 11 and 15 of the Offer to Purchase are incorporated herein by reference to provide ARMOs stockholders with information regarding the terms of
the Merger Agreement. Such summary and description are qualified in their entirety by reference to the Merger Agreement.
The Merger Agreement governs the
contractual rights among ARMO, Parent and Purchaser in relation to the Offer and the Merger. The Merger Agreement has been included as Exhibit (e)(1) to this Schedule
14D-9
to provide ARMOs stockholders
with information regarding the terms of the Merger Agreement. The Merger Agreement contains representations and warranties made by ARMO to Parent and Purchaser and representations and warranties made by Parent and Purchaser to ARMO. Neither the
inclusion of the Merger Agreement nor the summary of the Merger Agreement is intended to modify or supplement any factual disclosures about ARMO, Parent or Purchaser in ARMOs public reports filed with the SEC. In particular, the assertions
embodied in these representations and warranties are qualified by information in a confidential disclosure letter provided by ARMO to Parent and Purchaser in connection with the signing of the Merger Agreement. This disclosure letter contains
information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement. In addition, certain representations and warranties in the Merger Agreement were used for the purpose of allocating
risk among ARMO, Parent and Purchaser, rather than establishing matters of fact. Accordingly, the representations and warranties in the Merger Agreement may not constitute the actual state of facts about ARMO, Parent or Purchaser. ARMOs
stockholders are not third-party beneficiaries of the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of ARMO, Parent,
Purchaser or any of their respective subsidiaries or affiliates.
The summary of the material terms of the Merger Agreement and the descriptions of the
conditions to the Offer contained in the Offer to Purchase and incorporated herein by reference do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement, which is filed as Exhibit (e)(1) hereto and is
incorporated herein by reference.
Tender and Support Agreement
Concurrently with entering into the Merger Agreement, Parent and Purchaser entered into a Tender and Support Agreement dated May 9, 2018 (the
Tender and Support Agreement
) with Kleiner Perkins Caufield & Byers, XIV, LLC, KPCB XIV Founders Fund, LLC, Kleiner Perkins Caufield & Byers XCI, LLC, KPCB XVI Founders Fund, LLC, OrbiMed Private Investments IV,
LP, OrbiMed Private Investments V, LP, Quan Venture Fund I, L.P., Decheng Capital China Life Sciences USD Fund II, L.P. and Peter Van Vlasselaer (each a
Supporting Stockholder
and collectively, the
Supporting
Stockholders
).
As of May 9, 2018, Kleiner Perkins Caufield & Byers, XIV, LLC owned 3,475,576 Shares (or approximately 11.4% of
all Shares outstanding as of May 9, 2018), KPCB XIV Founders Fund, LLC owned 294,029 Shares (or approximately 1.0% of all Shares outstanding as of May 9, 2018), Kleiner Perkins Caufield & Byers XVI, LLC owned 480,625 Shares (or
approximately 1.6% of all Shares outstanding as of May 9, 2018), KPCB XVI Founders Fund, LLC owned 16,453 Shares (or approximately 0.0005% of all Shares outstanding as of May 9, 2018), OrbiMed Private Investments IV, LP owned 3,709,356
Shares (or approximately 12.2% of all Shares outstanding as of May 9, 2018), OrbiMed Private Investments V, LP owned 409,547 Shares (or approximately 1.3% of all Shares outstanding as of May 9, 2018), Quan Venture Fund I, L.P. owned
404,900 Shares (or approximately 1.3% of all Shares outstanding as of May 9, 2018), Decheng Capital China Life Sciences USD Fund II, L.P. owned 1,214,700 Shares (or approximately 4.0% of all Shares outstanding as of May 9, 2018), and Peter
Van Vlasselaer owned 809,865 Shares (or approximately 2.7% of all Shares outstanding as of May 9, 2018).
As of May 9, 2018, the Supporting
Stockholders collectively beneficially owned, in the aggregate, 10,815,051 Shares (or approximately 35.6% of all Shares outstanding as of May 9, 2018). Parent expressly disclaims beneficial ownership of all Shares covered by the Tender and
Support Agreement.
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