- Founded in 2008, Origin is the world’s leading carbon negative
materials company with a mission to enable the world’s transition
to sustainable materials; patented breakthrough platform technology
for producing recyclable and sustainable materials makes “net zero”
possible.
- Origin’s disruptive technology is drop-in ready, replacing
fossil resources used to make a variety of everyday products. Using
materials derived from abundant non-food sources (wood residue),
Origin’s technology is expected to be cost-competitive with
petroleum-based materials and a fraction of the cost of other
technologies.
- Origin’s decarbonizing technology addresses a ~$1 trillion
market opportunity, and is anticipated to revolutionize the
production of a wide range of end products, including clothing,
textiles, plastics, packaging, car parts, tires, carpeting, toys,
and more.
- Business combination is expected to fully fund Origin until
EBITDA positive and allows Origin to scale and commence commercial
production to meet signed customer offtake and capacity
reservations of ~$1 billion across a diverse range of
industries.
- All Origin stockholders, including the current members of the
NaturALL Bottle Alliance, Danone, Nestlé and PepsiCo, will roll
100% of their equity holdings into the new public company.
- Transaction is expected to provide up to $925 million in gross
proceeds, comprised of Artius’ $725 million of cash held in trust,
assuming no redemptions, and an oversubscribed $200 million fully
committed PIPE at $10.00 per share, including investments from
Danone, Nestlé, PepsiCo, Mitsubishi Gas Chemical and AECI, as well
as certain funds and accounts managed by Sylebra Capital, Senator
Investment Group, Electron Capital Partners, BNP Paribas AM Energy
Transition Fund and affiliates of Apollo.
- Following the expected second quarter 2021 transaction close,
the combined company is expected to have an estimated equity value
of approximately $1.8 billion and will remain listed on Nasdaq
under the new ticker symbol “ORGN.”
Origin Materials (“Origin”), the world’s leading carbon negative
materials company, and Artius Acquisition Inc. (“Artius”) (Nasdaq:
AACQU, AACQ), a publicly-traded special purpose acquisition
company, announced today a definitive agreement for a business
combination that will result in Origin becoming a public company.
Upon closing of the transaction, the combined company will be named
Origin Materials and remain listed on the Nasdaq under the new
ticker symbol “ORGN.” The combined company will be led by
Co-Founder and Co-CEO John Bissell and Co-CEO Rich Riley.
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Company Overview
Founded in 2008, Origin is the world’s leading carbon negative
materials company with a mission to enable the world’s transition
to sustainable materials. Origin’s patented drop-in technology,
economics and carbon impact have been validated by trusted third
parties, as well as supported by a growing list of major global
customers and investors, including Danone, Nestlé, PepsiCo,
Mitsubishi Gas Chemical, and AECI. Origin’s technology has been
further validated by an ISO-compliant Life Cycle Assessment (LCA)
conducted by Deloitte, which concluded that Origin’s products are
expected to be carbon negative when produced at commercial
scale.
While an estimated 55% of global carbon emissions come from
energy generation and transport, the other 45% come from the
production of materials for consumer and industrial products. More
than ten million barrels of oil per day are used to create
materials, in the process releasing massive quantities of new
carbon into the atmosphere. Origin’s vision for the future is to
replace this oil use with non-food feedstocks and materials, while
capturing carbon in the process.
Origin’s patented, breakthrough platform technology can disrupt
and decarbonize the materials industry, which represents a ~$1
trillion market opportunity to revolutionize the production of a
wide range of end products, including clothing, textiles, plastics,
packaging, car parts, tires, carpeting and toys. Derived from
non-food sources (wood residue), Origin produces sustainable and
recyclable carbon negative materials at a fraction of the cost of
other bio-based technologies. Origin’s technology can make “net
zero” possible and support customers in meeting their ESG and
decarbonization goals.
Management Commentary:
John Bissell, Co-Founder and Co-CEO of Origin, commented,
“Origin’s vision is a world where carbon-negative products and
materials are the rule, not the exception, and where making
products helps the climate instead of hurts it. We believe we are
uniquely positioned to be the clear category leader based on the
simple, yet powerful fact that our technology was built around
converting the lowest cost, non-food feedstock into decarbonized,
supply chain ready materials. Our disruptive materials make Origin
the only company capable of competing on price with petroleum-based
materials. We have developed competitively-advantaged technology
that is protected in key countries, and we plan to continue
advancing our research and development to maintain our global
leadership position in carbon negative materials.”
Rich Riley, Co-CEO of Origin, commented, “This transformative
transaction is expected to fully fund our aggressive growth
strategy in a massive $1 trillion addressable market that is just
beginning to transition from petroleum feedstocks to non-food,
renewable feedstocks. Mr. Sim and the Artius team have a proven
history of delivering significant long-term shareholder value and
we are excited to combine forces as we scale our technology and
grow the business. Our rapidly expanding order book sits at $1
billion today and is comprised of offtake agreements (including
customer options) and capacity reservations. Our customers are
investing in Origin’s carbon negative materials now to reserve
capacity in our first plant that is planned to come online in 2022,
to be followed by a commercial scale facility in 2025. Our
technology and our products have been evaluated through extensive
due diligence and we expect this transaction will allow us to scale
up capacity to meet current customers’ needs for cost-competitive
sustainable materials, while building additional capacity for
meeting new customer demand as we expand into a range of large
global end markets.”
Boon Sim, Chief Executive Officer of Artius, added, “Origin’s
breakthrough technology represents a significant opportunity to
scale carbon negative materials in a world that is rapidly
transitioning to ‘net zero’ to meet corporate decarbonization goals
and climate commitments from countries around the globe. Origin is
poised to enable and lead the world’s necessary transition from
petroleum-based materials to sustainable materials. We believe
change only happens at scale – and that means materials must be
made from non-food, renewable resources that are drop-in ready,
recyclable and cost-competitive. Our extensive due diligence
confirmed for us that Origin’s technology checks all the boxes
necessary to scale and grow fast. Under Origin’s visionary
leadership, we believe Origin is a compelling investment
opportunity with a validated, disruptive platform technology that
is uniquely positioned to decarbonize the materials industry supply
chain.”
Origin Investment Highlights:
- Large Addressable Market and Strong Macroeconomic
Tailwinds – Core products are carbon negative drop-in
replacements serving a ~$1 trillion market – with diverse
applications expected to deliver growth for years to come.
- Industry Disrupting Technology Supported by Deep Competitive
Advantage – Conversion of non-food sustainable wood residue
feedstocks into drop-in chemicals, competing directly on cost with
fossil-based materials while having significant advantage over
other technologies.
- Global Fortune 500 Customers and Investors – Highly
visible growth with ~$1 billion of signed customer contracts.
- Funded to Effectively Scale and Commence Commercial
Production – Executing on growth plan with first plant expected
to be completed in 2022 and contracted portion of first two
commercial plants expected to be 100% sold out in 2022. Full-scale
commercial plant expected to be online by 2025.
- Experienced Leadership Team with Proven Track Record –
Brings a team of industry veterans and technology leaders with ~250
years of cumulative experience – ready to deliver on its vision and
operational priorities.
In 2017, Danone, Nestlé and Origin launched the NaturALL Bottle
Alliance, a research consortium formed to accelerate the
development of innovative packaging solutions made with 100%
sustainable and renewable resources. PepsiCo joined the NaturAll
Bottle Alliance in 2018 to advance the shared goal of creating
beverage containers with a significantly reduced carbon
footprint.
Transaction Overview
The transaction reflects an implied equity value of the combined
company of approximately $1.8 billion, based on current
assumptions. Upon closing, the transaction is expected to provide
$925 million of gross proceeds to the company, comprised of Artius’
$725 million of cash held in trust, assuming no redemptions, and a
$200 million fully committed PIPE at $10.00 per share anchored by
existing and new investors, including investments from Danone,
Nestlé, PepsiCo, Mitsubishi Gas Chemical and AECI, as well as
certain funds and accounts managed by Sylebra Capital, Senator
Investment Group, Electron Capital Partners, BNP Paribas AM Energy
Transition Fund and affiliates of Apollo. The transaction is
subject to a minimum cash balance of $525 million in Artius at
closing after giving effect to any shareholder redemptions.
Upon closing of the transaction, Boon Sim, Chief Executive
Officer of Artius and Charles Drucker, former CEO of WorldPay, Inc.
and an Artius Partner, will join Origin’s Board of Directors. Karen
Richardson, an Artius Partner, is expected to be nominated to serve
as Chairperson of Origin’s Board of Directors.
The Boards of Directors of each of Origin and Artius have
unanimously approved the transaction. The transaction will require
the approval of the stockholders of both Origin and Artius, and is
subject to other customary closing conditions, including a
registration statement on Form S-4 being declared effective by the
U.S. Securities and Exchange Commission (the “SEC”), approval by
the Nasdaq Stock Market LLC to list the securities of the combined
company and the receipt of certain regulatory approvals. The
transaction is expected to close in the second quarter of 2021. All
Origin existing shareholders will roll 100% of their equity
holdings into the new public company.
Additional information about the proposed transaction, including
a copy of the merger agreement and investor presentation, will be
provided in a Current Report on Form 8-K to be filed by Artius with
the SEC and will be available at www.sec.gov. Additional information about the
proposed transaction will be described in ACE’s registration
statement on Form S-4 relating to the merger, which will include a
proxy statement/prospectus, and other documents regarding the
proposed transaction, each to be filed with the SEC.
Advisors
BofA Securities is serving as exclusive financial advisor to
Origin, and Cooley LLP is serving as legal advisor to Origin.
Credit Suisse and Goldman Sachs & Co. LLC are serving as joint
financial and capital markets advisors to Artius and serving as
co-placement agents on the PIPE offering. Cleary Gottlieb Steen
& Hamilton LLP is serving as legal advisor to Artius.
Investor Conference Call Information
Origin and Artius will host a joint investor conference call to
discuss the proposed transaction on Wednesday, February 17, 2021 at
8:00am ET. The call may be accessed by dialing 1-877-407-0784
(domestic callers) or 1-201-689-8560 (international callers) and
entering the conference ID number 13716358. A live webcast and
replay of the call will be available here and can also be accessed
at https://originmaterials.com/investors and on Artius’ website at
https://www.artiuscapital.com/acquisition. A telephone replay of
the call will also be available until 11:59 pm EST on March 3,
2021. The replay may be accessed by dialing 1-844-512-2921
(domestic callers) or 1-412-317-6671 (international callers) and
entering the conference ID number 13716358.
About Origin Materials
Headquartered in West Sacramento, Origin Materials is the
world's leading carbon negative materials company. Origin’s mission
is to enable the world’s transition to sustainable materials. Over
the past 10 years, Origin has developed a platform for turning the
carbon found in non-food biomass into useful materials, while
capturing carbon in the process. Origin’s patented drop-in core
technology, economics and carbon impact have been validated by
trusted third parties and are supported by a growing list of major
global customers and investors. Origin’s first plant is expected to
be operational in 2022 with a second, full-scale commercial plant
expected to be operational by 2025 and plans for additional
expansion over the next decade. For more information, visit
www.originmaterials.com.
About Artius Acquisition Inc.
Artius is a blank check company formed for the purpose of
effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one
or more businesses. Artius was co-founded by Charles Drucker, the
former CEO of WorldPay, Inc., a leading payments company, and its
predecessor company, Vantiv. Inc., and Boon Sim, the Founder and
Managing Partner of Artius Capital Partners LLC. For more
information, visit https://www.artiuscapital.com/acquisition.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws, including with
respect to the proposed transaction between Origin and Artius.
Forward-looking statements generally are accompanied by words such
as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”
“intend,” “expect,” “should,” “would,” “plan,” “predict,”
“potential,” “seem,” “seek,” “future,” “outlook,” and similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters. These
forward-looking statements include, but are not limited to,
statements regarding Origin’s business strategy, estimated total
addressable market, commercial and operating plans, product
development plans and projected financial information. These
statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of the respective management of Origin and Artius and are not
predictions of actual performance. These forward-looking statements
are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on as, a guarantee, an assurance,
a prediction, or a definitive statement of fact or probability.
Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and
circumstances are beyond the control of Origin and Artius. These
forward-looking statements are subject to a number of risks and
uncertainties, including that Origin may be unable to successfully
commercialize its products; the effects of competition on Origin’s
business; the uncertainty of the projected financial information
with respect to Origin; disruptions and other impacts to Origin’s
business as a result of the COVID-19 pandemic and other global
health or economic crises; changes in customer demand; Origin and
Artius may be unable to successfully or timely consummate the
Proposed Business Combination, including the risk that any
regulatory approvals may not obtained, may be delayed or may be
subject to unanticipated conditions that could adversely affect the
combined company or the expected benefits of the business
combination, or that the approval of the stockholders of Artius or
Origin may not be obtained; failure to realize the anticipated
benefits of the business combination; the amount of redemption
requests made by Artius’ stockholders, and those factors discussed
in Artius’ final prospectus filed with the SEC on July 15, 2020
under the heading “Risk Factors,” and other documents Artius has
filed, or will file, with the SEC. If any of these risks
materialize or our assumptions prove incorrect, actual results
could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
neither Artius nor Origin presently know, or that Artius or Origin
currently believe are immaterial, that could also cause actual
results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect Artius’
and Origin’s expectations, plans, or forecasts of future events and
views as of the date of this press release. Artius and Origin
anticipate that subsequent events and developments will cause
Artius’ and Origin’s assessments to change. However, while Artius
and Origin may elect to update these forward-looking statements at
some point in the future, Artius and Origin specifically disclaim
any obligation to do so. These forward-looking statements should
not be relied upon as representing Artius’ and Origin’s assessments
of any date subsequent to the date of this press release.
Accordingly, undue reliance should not be placed upon the
forward-looking statements.
Important Information for Investors and Stockholders
In connection with the proposed transaction, Artius will file a
registration statement on Form S-4 (the “Registration Statement”)
with the SEC, which will include a preliminary proxy statement to
be distributed to holders of Artius’ common stock in connection
with Artius’ solicitation of proxies for the vote by Artius’
stockholders with respect to the proposed transaction and other
matters as described in the Registration Statement, as well as the
prospectus relating to the offer of securities to be issued to
Origin’s stockholders in connection with the proposed transaction.
After the Registration Statement has been filed and declared
effective, Artius will mail a definitive proxy statement, when
available, to its stockholders. Investors and security holders
and other interested parties are urged to read the proxy
statement/prospectus, any amendments thereto and any other
documents filed with the SEC carefully and in their entirety when
they become available because they will contain important
information about Artius, Origin and the proposed transaction.
Investors and security holders may obtain free copies of the
preliminary proxy statement/prospectus and definitive proxy
statement/prospectus (when available) and other documents filed
with the SEC by Artius through the website maintained by the SEC at
http://www.sec.gov, or by directing a request to: Artius Management
LLC, 3 Columbus Circle, Suite 2215 New York, New York 10019. The
information contained on, or that may be accessed through, the
websites referenced in this press release is not incorporated by
reference into, and is not a part of, this press release.
Use of Projections
This press release contains Origin’s projected financial
information. Such projected financial information is
forward-looking and is for illustrative purposes only. It should
not be relied upon as being indicative of future results. Neither
Origin’s independent auditors, nor the independent registered
public accounting firm of Artius, have audited, reviewed, compiled
or performed any procedures with respect to the projections for the
purpose of their inclusion in this press release, and accordingly,
neither of them have expressed an opinion or provided any other
form of assurance with respect thereto for the purpose of this
press release. The projected financial information contained in
this press release constitutes forward-looking information. The
assumptions and estimates underlying such projected financial
information are inherently uncertain and are subject to a wide
variety of significant business, economic, competitive and other
risks and uncertainties that could cause actual results to differ
materially from those contained in the prospective financial
information. See “Forward-Looking Statements” above. Actual results
may differ materially from the results contemplated by the
projected financial information contained in this press release,
and the inclusion of such information in this press release should
not be regarded as a representation by any person that the results
reflected in such projections will be achieved.
Participants in the Solicitation
Artius, Origin and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from Artius’ shareholders in connection with the proposed
business combination. Information about Artius’ directors and
executive officers and their ownership of Artius’ securities is set
forth in Artius’ final prospectus filed with the SEC on July 15,
2020. Additional information regarding the interests of those
persons and other persons who may be deemed participants in the
proposed transaction may be obtained by reading the proxy
statement/prospectus regarding the proposed business combination
when it becomes available.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the potential transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of Artius, the combined company or Origin, nor shall there be any
sale of any such securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities
Act of 1933, as amended.
Financial Information; Non-GAAP Financial Measures
The financial information and data contained in this press
release are unaudited and do not conform to Regulation S-X of the
Securities and Exchange Act of 1934, as amended. Accordingly, such
information and data may not be included, may be adjusted or may be
presented differently in any proxy statement, prospectus or
registration statement or other report or document to be filed or
furnished by Artius with the SEC. In addition to financial measures
included in this press release that are calculated in accordance
with generally accepted accounting principles in the United States
(“GAAP”), this press release contains non-GAAP financial measures,
such as EBITDA. Artius and Origin believe these non-GAAP financial
measures provide useful information to management and investors
relating to Origin’s financial condition and results of operations.
Origin’s management uses non-GAAP financial measures in conjunction
with traditional GAAP financial and operating performance measures
as part of its overall assessment of its performance, for budgeting
and planning purposes, to evaluate the effectiveness of its
business strategies and to communicate with investors. Origin does
not place undue reliance on non-GAAP financial measures, and they
should not be considered as substitutes for other measures of
financial condition and results of operations reported in
accordance with GAAP. A reconciliation of EBITDA to net income
(loss) is not included in this press release because the items that
impact net income (loss) are outside of Origin’s control and cannot
be reasonably predicted. Accordingly, reconciliation of adjusted
EBITDA to net income (loss) is not available without unreasonable
effort. You should review Origin’s audited financial statements
prepared in accordance with GAAP, which will be included in a
combined registration statement and proxy statement to be filed
with the SEC.
Trademarks
This press release contains trademarks, service marks, trade
names and copyrights of Artius, Origin and other companies which
are the property of their respective owners.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210217005434/en/
For Origin Materials Investors:
ir@originmaterials.com
Media: media@originmaterials.com
For Artius Acquisition Jason Ozone
jason@artiuscapital.com +1-212-309-7668
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