Soaring Eagle Shareholder Approval Obtained,
Closing Scheduled for September 16, 2021
Ginkgo Set to Begin Trading under NYSE: DNA
on September 17, 2021
- $1.633 billion in proceeds from the business combination
represents the largest-ever biotechnology go-public
transaction.
- Investors were led by Baillie Gifford, Putnam Investments, and
funds and accounts managed by Counterpoint Global (Morgan Stanley
Investment Management). Additional investors included ARK
Investment Management LLC, ArrowMark Partners, Bain Capital Public
Equity, Cascade Investment, Casdin Capital, Franklin Advisers, T.
Rowe Price, and Viking Global Investors.
- Business combination with Ginkgo approved by Soaring Eagle
shareholders with 75% of shareholders participating in the vote and
97% voting in favor of the transaction.
Soaring Eagle Acquisition Corp. (the “Company” or “Soaring
Eagle”) (Nasdaq: SRNGU, SRNG, SRNGW) announced today that its
business combination (the “Business Combination”) with Ginkgo
Bioworks, Inc. (“Ginkgo”) was overwhelmingly approved in a
shareholder vote held this morning, with 75% of shareholders
participating in the vote and 97% voting in favor of the
combination. Upon the closing of the Business Combination (the
“Closing”), Ginkgo Bioworks expects to receive $1.633 billion of
gross proceeds, including $775 million in committed funding from a
PIPE plus approximately $858 million from the Soaring Eagle trust
account.
Subject to the satisfaction or waiver of the other customary
closing conditions, Soaring Eagle anticipates completing its
domestication to Delaware on September 15, 2021 and closing the
Business Combination on September 16, 2021. In connection with the
Closing, the Company will change its name to Ginkgo Bioworks
Holdings, Inc. and the combined company’s shares of Class A common
stock and public warrants are expected to trade on the New York
Stock Exchange beginning on September 17, 2021 under the ticker
symbols “DNA” and “DNA.WS,” respectively.
Ginkgo Bioworks is building the world’s leading horizontal
platform for cell programming. Companies across numerous industries
use Ginkgo's 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.
Ginkgo recently announced breakthrough improvements in
production of a key material used in mRNA vaccine manufacturing
with partner Aldevron, and commercial scale production of the rare
cannabinoid CBG with partner Cronos Group. In addition to its cell
programming work, Ginkgo last year launched Concentric by Ginkgo,
the company’s public health and biosecurity initiative, to provide
a response to the COVID-19 pandemic. Since then, Concentric has
built a turnkey solution which is being used by states, cities, and
school districts to enable universal testing in K-12 schools across
the country.
“Ginkgo Bioworks sits at the intersection of technology and life
sciences and has built a platform for cell programming that will
transform the way products are made across markets,” said Harry
Sloan, Chairman and CEO of Soaring Eagle. “It has been a privilege
to get to know the team at Ginkgo and we are proud to support this
next leg of their journey as a public company, where they will be
capitalized to quickly make an impact in this field.”
“Ginkgo seeks to make programming the DNA of cells as easy as
programming computers. Our platform benefits from scale and the
proceeds from this transaction will help Ginkgo expand our platform
to better serve our customers and become the industry standard
across all biotechnology end-markets,” said Jason Kelly, CEO and
co-founder of Ginkgo. “The partnership between the Soaring Eagle
team and Dr. Arie Belldegrun has combined world-class capital
markets and therapeutics experience and we look forward to
welcoming both Harry and Arie onto the board.”
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.
About Ginkgo Bioworks
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.
ADDITIONAL LEGAL INFORMATION
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the Business Combination between Ginkgo and Soaring Eagle. These
forward-looking statements generally are identified by the words
"believe," "project," "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 press release, including but not
limited to: (i) the risk that the transaction may not be completed
in a timely manner or at all, which may adversely affect the price
of Soaring Eagle's securities, (ii) the risk that the transaction
may not be completed by Soaring Eagle's business combination
deadline and the potential failure to obtain an extension of the
business combination deadline if sought by Soaring Eagle, (iii) the
lack of a third party valuation in determining whether or not to
pursue the proposed transaction, (iv) the occurrence of any event,
change or other circumstance that could give rise to the
termination of the agreement and plan of merger, (v) the effect of
the announcement or pendency of the transaction on Ginkgo business
relationships, performance, and business generally, (vi) risks that
the proposed transaction disrupts current plans of Ginkgo and
potential difficulties in Ginkgo employee retention as a result of
the proposed transaction, (vii) the outcome of any legal
proceedings that may be instituted against Ginkgo or against
Soaring Eagle related to the agreement and plan of merger or the
proposed transaction, (viii) the ability to maintain the listing of
Soaring Eagle's securities on Nasdaq and the listing of the
post-Business Combination company’s securities on The New York
Stock Exchange, (ix) volatility in the price of Soaring Eagle's
securities 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, (x) the ability to implement
business plans, forecasts, and other expectations after the
completion of the proposed transaction, and identify and realize
additional opportunities, and (xi) 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 proxy
statement/prospectus relating to the transaction, and in Soaring
Eagle's other filings with the Securities and Exchange Commission.
Soaring Eagle and Ginkgo caution that the foregoing list of factors
is not exclusive. Soaring Eagle and Ginkgo caution readers not to
place undue reliance upon any forward-looking statements, which
speak only as of the date made. Neither Soaring Eagle nor Ginkgo
undertake or accept any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
to reflect any change in its expectations or any change in events,
conditions or circumstances on which any such statement is
based.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210914005748/en/
MEDIA CONTACTS: Jeff Pryor / jeff@prioritypr.net
Press@ginkgobioworks.com
INVESTOR CONTACTS: investors@ginkgobioworks.com
investors@eagleequityptnrs.com
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