Artius Acquisition Inc. (“Artius”) (Nasdaq: AACQU, AACQ, AACQW),
a publicly traded special purpose acquisition company, reminds its
shareholders to vote in favor of the approval of Artius’ proposed
business combination with Origin Materials (“Origin Materials”),
the world’s leading carbon negative materials company, and the
related proposals to be voted upon at Artius’ extraordinary general
meeting on June 23, 2021.
The extraordinary general meeting of Artius shareholders to
approve, among other things, the proposed business combination will
be held at the offices of Cleary Gottlieb Steen & Hamilton LLP,
located at One Liberty Plaza, New York, NY 10006 and in virtual
format at https://www.cstproxy.com/artiusacquisition/sm2021 on June
23, 2021 at 10:00 a.m. Eastern Time. Artius shareholders of record
as of the close of business on the record date of May 19, 2021
should submit their vote promptly and no later than 11:59 p.m. ET
on June 22, 2021.
The proposed business combination is expected to close on or
about June 24, 2021, subject to receipt of Artius shareholder
approval and satisfaction of other customary closing
conditions.
It remains important that all holders who owned Artius shares
as of May 19, 2021 – even if they have since sold their shares –
vote by the June 22, 2021 deadline to ensure the deal proceeds in a
timely manner.
We recommend that you vote your shares online, though you may
also vote by mail or telephone. More information on how to vote
can be found at https://www.cstproxy.com/artiusacquisition/sm2021/
or, if you hold in street name, by following the instructions
provided by your broker, bank or other nominee on the Voting
Instruction Form mailed or e-mailed to you. If you did not receive
or have misplaced your Voting Instruction Form, contact your bank,
broker or other nominee to obtain your control number in order to
vote.
Holders of Artius shares who need assistance voting or have
questions regarding the extraordinary general meeting may contact
Artius’ proxy solicitor, Morrow Sodali, toll-free at (800) 662-5200
(banks and brokers can call 203-658-9400) or email Morrow Sodali at
AACQ.info@investor.morrowsodali.com.
About Origin Materials Headquartered in West Sacramento,
Origin Materials is the world’s leading carbon negative materials
company. Origin Materials’ mission is to enable the world’s
transition to sustainable materials. Over the past 10 years, Origin
Materials has developed a platform for turning the carbon found in
non-food biomass into useful materials, while capturing carbon in
the process. Origin Materials’ patented drop-in core technology,
economics and carbon impact are supported by a growing list of
major global customers and investors. Origin Materials’ first
commercial plant is expected to be operational by the end of 2022
with a second commercial plant expected to be operational in 2025
and plans for additional expansion over the next decade.
On February 17, 2021, Origin Materials and Artius announced a
definitive agreement for a business combination that is expected to
result in Origin Materials becoming a public company. Upon closing
of the transaction, expected in the second quarter of 2021, the
combined company will be named “Origin Materials, Inc.” and remain
listed on the Nasdaq under the new ticker symbols “ORGN” and
“ORGNW.” The transaction, together with anticipated financing and
grants, is expected to fully fund Origin Materials until EBITDA
positive, and allow Origin Materials to scale and commence
commercial production to begin to meet signed customer offtake and
capacity reservations of $1.9 billion across a diverse range of
industries.
For more information, visit www.originmaterials.com.
About Artius Acquisition Inc. Artius is a special purpose
acquisition 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.
Important Information for Investors and Shareholders In
connection with the proposed business combination transaction,
Artius filed a registration statement on Form S-4 (as amended, the
“Registration Statement”) with the SEC on March 9, 2021, which
includes a proxy statement distributed to holders of Artius’
ordinary shares in connection with Artius’ solicitation of proxies
for the vote by Artius’ shareholders 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 Artius’ shareholders and Origin
Materials’ stockholders in connection with the proposed
transaction. The Registration Statement was declared effective on
May 27, 2021, and the definitive proxy statement/prospectus and
other proxy materials were mailed on or about June 1, 2021 to
Artius’ shareholders of record as of May 19, 2021. Investors and
security holders and other interested parties are urged to read the
definitive 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 Materials and the
proposed transaction. The documents relating to the proposed
transaction can be obtained free of charge from the SEC’s website
at www.sec.gov. Free copies of these documents may also be obtained
from Artius by directing a request to: Artius Management LLC, 3
Columbus Circle, Suite 2215, New York, New York 10019.
Cautionary Note on 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 Materials 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 Materials’ 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 management of Origin Materials 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 Materials and
Artius. These forward-looking statements are subject to a number of
risks and uncertainties, including that Origin Materials may be
unable to successfully commercialize its products; the effects of
competition on Origin Materials’ business; the uncertainty of the
projected financial information with respect to Origin Materials;
disruptions and other impacts to Origin Materials’ business as a
result of the COVID-19 pandemic and other global health or economic
crises; changes in customer demand; Origin Materials 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 shareholders of Artius or stockholders of
Origin Materials may not be obtained; failure to realize the
anticipated benefits of the business combination; the amount of
redemption requests made by Artius’ shareholders, and those factors
discussed in the Registration Statement 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 Artius and Origin Materials presently do not
know, or that Artius and Origin Materials 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 Materials’
expectations, plans, or forecasts of future events and views as of
the date of this press release. Artius and Origin Materials
anticipate that subsequent events and developments will cause its
assessments to change. However, while Artius and Origin Materials
may elect to update these forward-looking statements at some point
in the future, Artius and Origin Materials specifically disclaim
any obligation to do so. These forward-looking statements should
not be relied upon as representing Artius’ and Origin Materials’
assessments of any date subsequent to the date of this press
release. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
Participants in the Solicitation Artius, Origin Materials
and their respective directors, executive officers and employees
and other persons 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 the Registration Statement described
above. Additional information regarding the interests of those
persons who may be deemed participants in the solicitation of
proxies in connection with the proposed transaction is set forth in
the definitive proxy statement/prospectus.
Non-Solicitation This press release shall not constitute
a 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
Materials, 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210616005291/en/
Origin Materials Investors: ir@originmaterials.com
Media: media@originmaterials.com
Artius Jason Ozone jason@artiuscapital.com
+1-212-309-7668
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