the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant
materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions.
You may obtain free copies of these documents from Ginkgo or Zymergen using the sources indicated above.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a
solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Forward Looking Statements
This communication contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You can generally identify forward-looking statements by the use of
forward-looking terminology such as anticipate, believe, continue, could, estimate, expect, explore, evaluate, intend, may,
might, plan, potential, predict, project, seek, should, or will, or the negative thereof or other variations thereon or comparable terminology. These
forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond Ginkgos and Zymergens control. Statements in this communication regarding Ginkgo, Zymergen and the combined
company that are forward-looking, including projections as to the anticipated benefits of the proposed transaction, the impact of the proposed transaction on Ginkgos and Zymergens businesses and future financial and operating results,
the amount and timing of synergies from the proposed transaction, and the aggregate amount of indebtedness of the combined company following the closing of the proposed transaction are based on managements estimates, assumptions and
projections, and are subject to significant uncertainties and other factors, many of which are beyond Ginkgos and Zymergens control. These factors include, among other things, general economic and business conditions; changes in global,
political, economic, business, competitive, market and regulatory forces; judicial decisions; changes in tax laws, regulations, rates and policies; future business acquisitions or disposals; litigation and the ability of the combined company to
protect its intellectual property rights; and the timing and occurrence (or non-occurrence) of other events or circumstances that may be beyond Ginkgos and Zymergens control. Additional information
concerning these risks, uncertainties and assumptions can be found in Ginkgos and Zymergens respective filings with the SEC, including the risk factors discussed in Zymergens most recent Annual Report on Form 10-K, as updated by its Quarterly Reports on Form 10 Q, in Ginkgos most recent Annual Report on Form 10-K, as updated by its Quarterly Reports on Form 10-Q and in each companys future filings with the SEC. Important risk factors could cause actual future results and other future events to differ materially from those currently estimated by management,
including, but not