Ginkgo Bioworks, Inc. and Soaring Eagle Acquisition Corp., a special purpose acquisition company, announced the closing of their previously announced business combination.
- The company announces the closing of its business combination with Soaring Eagle Acquisition Corp.
- Proceeds exceed $1.6 billion with major shareholders including ARK Investment Management LLC, Baillie Gifford, Putnam Investments, funds and accounts managed by Counterpoint Global (Morgan Stanley Investment Management), and Franklin Advisers
- New capital expected to fund the growth of Ginkgo’s leading cell programming platform
- New board members include Dr. Arie Belldegrun, Executive Chairman and Co-Founder of Allogene Therapeutics, Reshma Kewalramani, Chief Executive Officer and President at Vertex, and Harry Sloan, Chairman and Chief Executive Officer of Soaring Eagle Acquisition Corp.
BOSTON, Sept. 17, 2021 /PRNewswire/ -- Ginkgo Bioworks, Inc. (“Ginkgo”) and Soaring Eagle Acquisition Corp. (Nasdaq: SRNG) (“Soaring Eagle”), a special purpose acquisition company, today announced the closing of their previously announced business combination. The combined company is named Ginkgo Bioworks Holdings, Inc., and the combined company’s shares of Class A common stock and public warrants will begin trading today on the New York Stock Exchange under the ticker symbols “DNA” and “DNA.WS” respectively. The business combination was approved at a special meeting of Soaring Eagle stockholders on September 14, 2021.
Ginkgo launched in 2008 with the mission to make biology easier to engineer. Much like computer programming impacted every information-based industry through the ability to program the flow of data, cell programming has the potential to impact every physical goods industry through the ability to program the flow of atoms. Ginkgo’s platform leverages advanced robotic automation, proprietary software, and data analytics to continuously improve the technology (“Foundry”) as well as the knowledge and re-usable biological assets (“Codebase”) required to engineer biology. Today, companies across industries use Ginkgo’s cell programming platform to find more effective, environmentally friendly ways to create products including food ingredients, fragrances, cosmetics, medicines, and more. By enabling the design of organisms that can produce valuable biological products, Ginkgo helps accelerate the development of innovative, bio-based solutions to the world’s most pressing challenges.
“For nearly two decades, my co-founders and I have been on a mission to make programming cells as easy as programming computers,” said Jason Kelly, CEO and co-founder at Ginkgo. “Today marks an important milestone not only for the team at Ginkgo, but for synthetic biology as a whole, and I am thrilled to work with our team, partners and investors as we continue scaling our platform to solve even bigger problems with biology.”
In addition to Kelly, Ginkgo Bioworks will continue to be led by its founding team, including President/COO Reshma Shetty, Chief Technology Officer Barry Canton, Head of Strategy Austin Che, and the “godfather of synthetic biology,” DNA Hacker Tom Knight. Additionally, alongside Jason Kelly and Reshma Shetty, the board will welcome incoming directors Harry Sloan, Chairman and Chief Executive Officer of Soaring Eagle Acquisition Corp., Dr. Arie Belldegrun, MD, FACS, Executive Chairman and Co-Founder of Allogene Therapeutics, and Reshma Kewalramani, M.D., FASN, Chief Executive Officer and President at Vertex.
“Eagle Equity Partners has been exceptionally proud to sponsor Ginkgo’s entry into the public market. Jason, his co-founders and team are using the tools of engineering and computing to reprogram biology, and are committed to solving some of the world’s most pressing problems,” said Harry Sloan, Chairman and Chief Executive Officer of Soaring Eagle Acquisition Corp. “I look forward to supporting Ginkgo’s ongoing growth as a Board Member as they continue delivering on their great promise.”
The transaction provides total proceeds of over $1.6 billion and values Ginkgo at a $15 billion enterprise value. The largest investors include ARK Investment Management, Baillie Gifford, Putnam Investments, funds and accounts managed by Counterpoint Global (Morgan Stanley Investment Management), and Franklin Advisers. The proceeds are expected to fund the expansion of Ginkgo’s cell programming platform.
To celebrate the completion of the business combination, Ginkgo will ring the opening bell at the New York Stock Exchange (NYSE) at 9:30 am ET on September 17, 2021. A live stream of the event and replay can be accessed by visiting https://www.nyse.com/bell.
Advisors
Allen & Company LLC and Morgan Stanley & Co. LLC acted as financial advisors, and Latham & Watkins LLP acted as legal advisor to Ginkgo. Wachtell, Lipton, Rosen & Katz acted as legal advisor to Ginkgo with respect to certain corporate governance matters. Goldman Sachs & Co. LLC acted as financial advisor and White & Case LLP acted as legal advisor to Soaring Eagle. Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, and Allen & Company LLC served as placement agents for Soaring Eagle on the PIPE transaction. BofA Securities, Cowen and Company LLC, William Blair & Company, Piper Sandler & Co., Raymond James, and BTIG, LLC also acted as financial advisors.
About Ginkgo
Ginkgo is building a platform to enable customers to program cells as easily as we can program computers. The company’s platform is enabling biotechnology applications across diverse markets, from food and agriculture to industrial chemicals to pharmaceuticals. Ginkgo has also actively supported a number of COVID-19 response efforts, including K-12 pooled testing, vaccine manufacturing optimization and therapeutics discovery. For more information, visit www.ginkgobioworks.com.
About Soaring Eagle Acquisition Corp.
Soaring Eagle Acquisition Corp. is a special purpose acquisition company founded by Harry E. Sloan, Jeff Sagansky, and Eli Baker for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the transaction between Ginkgo and Soaring Eagle, including statements regarding the benefits of the transaction, the services offered by Ginkgo and the markets in which it operates, and Ginkgo’s projected future results. These forward-looking statements generally are identified by the words “believe,” “project,” “potential,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) the effect of the transaction on Ginkgo’s business relationships, performance, and business generally, (ii) risks that the business combination disrupts current plans of Ginkgo and potential difficulties in Ginkgo’s employee retention, (iii) the outcome of any legal proceedings that may be instituted against Ginkgo or against Soaring Eagle related to the business combination, (iv) volatility in the price of Ginkgo Bioworks Holdings, Inc.'s securities now that it is a public company due to a variety of factors, including changes in the competitive and highly regulated industries in which Ginkgo plans to operate, variations in performance across competitors, changes in laws and regulations affecting Ginkgo’s business and changes in the combined capital structure, (v) the ability to implement business plans, forecasts, and other expectations after the completion of the business combination, and identify and realize additional opportunities, and (vi) the risk of downturns in demand for products using synthetic biology. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of Soaring Eagle’s registration statement on Form S-4 and other documents filed by Ginkgo Bioworks Holdings, Inc. from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Ginkgo and Soaring Eagle assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Ginkgo nor Soaring Eagle gives any assurance that either Ginkgo or Soaring Eagle will achieve its expectations.
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SOURCE Ginkgo Bioworks
Company Codes: NASDAQ-NMS:SRNG, NYSE:DNA
