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Today, Ginkgo Bioworks (NYSE: DNA) – the leading horizontal platform for cell programming – and biotech company Zymergen (Nasdaq: ZY) announced that they have entered into a definitive agreement under which Ginkgo will acquire Zymergen as part of of an all-stock transaction that values Zymergen at a market capitalization of approximately $300 million. Under the terms of the agreement, which were unanimously approved by the boards of directors of both companies, Zymergen shareholders will receive a fixed exchange ratio of 0.9179 Ginkgo shares for each Zymergen share, representing 5 .25% pro forma ownership of Ginkgo following the transaction.
This transaction brings together two highly complementary organizations that share the vision that biology can transform a wide range of industries, including manufacturing, agriculture and medicine. Ginkgo plans to integrate Zymergen’s core software and automation technologies to scale strain engineering capability in its foundry, including Zymergen’s machine learning and data science tools to explore the space of known and unknown genetic design. Ginkgo customers will also benefit from the expansion of Ginkgo’s library of biological assets (“Codebase”) following the transaction.
The agreement announced today represents Ginkgo’s largest acquisition to date and is expected to significantly enhance Ginkgo’s platform by integrating strong automation and software capabilities as well as extensive experience in various biological engineering approaches. . Ginkgo is a horizontal platform, serving customers across industries rather than producing its own products, and will support Zymergen’s plans to evaluate strategic alternatives for their advanced materials and drug discovery businesses, which have established valuable product pipelines and rapid prototyping capabilities. In addition, Zymergen will continue its standalone cost restructuring initiatives, including workforce reductions and program streamlining. Finally, the addition of staff to Zymergen should help fill Ginkgo’s planned hires as the platform scales. Overall, Ginkgo expects these measures to minimize incremental operating costs related to the consolidation once the integration is complete.
“We have always had incredible respect for the Zymergen team and the strength of the technologies they have built for cellular programming,” said Jason Kelly, CEO and co-founder of Ginkgo Bioworks. “We are excited to integrate Zymergen’s capabilities into our foundry, which should accelerate the growth of our platform as we continue to fulfill our mission of making biology easier to design for our customers, helping us reduce cell programming costs as we invest in scaling. We look forward to welcoming the technical teams from Zymergen, who will support our scaling goals.
“At Zymergen, our team has built an innovative, world-class technology platform that will complement Ginkgo’s cellular programming capabilities,” said Jay Flatley, interim president and CEO of Zymergen. “We are excited about the opportunities created by combining our technologies to accelerate the development of Ginkgo’s platform to better serve customers, advance Zymergen’s public interest goal, and realize our shared vision of sustainability and sustainability. a world based on biology. The transaction also represents a compelling opportunity. for our shareholders to participate in the future growth and growth potential of the combined business.”
Calendar and approvals
The transaction is expected to close by the first quarter of 2023, subject to Zymergen shareholder approval, receipt of regulatory approvals and satisfaction or waiver of other closing conditions.
Allen & Company LLC is acting as financial advisor and Ropes & Gray LLP as legal advisor to Ginkgo. Cowen and Company, LLC is acting as financial advisor and Freshfields Bruckhaus Deringer US LLP is acting as legal advisor to Zymergen.
Ginkgo webcast and conference call information
Ginkgo will host a conference call beginning at 8:30 a.m. Eastern Time today to discuss this announcement. A webcast of the conference call is available at https://investors.ginkgobioworks.com.
Zymergen Webcast Information
Zymergen will host a conference call beginning at 5:00 p.m. Eastern Time, 2:00 p.m. Pacific Time today to discuss this announcement as well as additional business updates. A webcast of the conference call is available at https://investors.zymergen.com.
About Ginkgo Bioworks
Ginkgo is building a platform to allow customers to program cells as easily as we can program computers. The Company’s platform enables biotechnology applications in various markets, from food and agriculture to industrial chemicals and pharmaceuticals. Ginkgo has also actively supported a number of COVID-19 response efforts, including K-12 pooled testing, vaccine manufacturing optimization, and therapy discovery. For more information, visit www.ginkgobioworks.com.
Zymergen is a biotechnology company that designs and produces molecules, microbes and materials for various end markets. We partner with nature to make better products, a better way, for a better world. For more information, visit www.zymergen.com.