- Extraordinary General Meeting of Artius’s shareholders to
approve the proposed business combination with Origin Materials to
be held on June 23, 2021.
- Following closing, combined company stock and warrants are
expected to trade under the ticker symbols “ORGN” and “ORGNW”,
respectively.
- Artius’s shareholders as of May 19, 2021 are encouraged to
submit their votes promptly. Shareholders with questions on how to
vote should contact Morrow Sodali LLC at
AACQ.info@investor.morrowsodali.com.
Artius Acquisition Inc. (“Artius”) (Nasdaq: AACQU, AACQ, AACQW)
announced today that the U.S. Securities and Exchange Commission
(the “SEC”) has declared effective its Registration Statement on
Form S-4 (as amended, the “Registration Statement”), filed in
connection with the previously announced proposed business
combination with Origin Materials, Inc. (“Origin Materials”).
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20210527005905/en/
An 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 also announced today
that it has filed with the SEC a definitive proxy
statement/prospectus relating to the extraordinary general meeting
and expects to commence mailing to its shareholders of record as of
the close of business on May 19, 2021 (the “Record Date”) on or
about June 1, 2021.
“We are excited to reach this important step in the transaction
process, and with the approval from Artius shareholders, look
forward to successfully completing the proposed business
combination with Origin Materials as the company scales its
disruptive platform technology and decarbonizes the materials
industry supply chain,” said Boon Sim, Co-Founder and Chief
Executive Officer of Artius.
Rich Riley, Co-Chief Executive Officer of Origin Materials
added, “Our mission is to provide carbon-negative material
solutions in a world fast transitioning to net zero carbon. We have
made significant commercial progress since announcing the
transaction with Artius, entering new markets and geographies, with
our customer demand nearly doubling to $1.9 billion, comprised of
offtake agreements (including customer options) and capacity
reservations. With the capital raised, we expect to scale up to
begin to meet the estimated $1 trillion addressable market that is
at the early stages of transitioning from petroleum feedstocks to
non-food, renewable feedstocks.”
Artius Shareholder Vote
Shareholders who own shares of Artius as of the Record Date
should submit their vote promptly and no later than 11:59 p.m.
Eastern Time on June 22, 2021. Artius shareholders who need
assistance in completing the proxy card, need additional copies of
the proxy materials, or have questions regarding the extraordinary
general meeting may contact Artius’s proxy solicitor, Morrow Sodali
LLC, by telephone at (800) 662-5200 or (203) 658-9400 or by email
at AACQ.info@investor.morrowsodali.com.
The proxy statement/prospectus is also available on Artius’s
website at
https://www.cstproxy.com/artiusacquisition/sm2021/smproxy, as well
as www.sec.gov. Artius shareholders are encouraged to read the
definitive proxy statement/prospectus as it contains important
information about the proposed transaction, including, among other
things, the reasons for Artius’s board of directors’ unanimous
recommendation that the shareholders of Artius vote “FOR” the
proposed business combination and the other shareholder proposals
set forth in the proxy statement/prospectus as well as the
background of the process that led to the proposed business
combination with Origin Materials. 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. Following completion of the proposed
business combination, Origin Materials will retain its experienced
management team. John Bissell and Rich Riley will continue to serve
as Co-CEOs and Nate Whaley will continue to serve as CFO. Kathleen
B. Fish, former Chief Research, Development and Innovation Officer
of Procter & Gamble, Benno O. Dorer, former CEO and Chairman of
the Clorox Company, and Pia Heidenmark Cook, Chief Sustainability
Officer at Ingka Group (IKEA), will join John Bissell, Rich Riley,
Boon Sim, Charles Drucker, Karen Richardson, and William Harvey on
Origin Materials’ board of directors.
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.
About Artius Acquisition Corp.
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.
Additional Information About the Proposed Business
Combination and Where to Find It
In connection with the proposed business combination
transaction, Artius filed the Registration Statement, which
includes a proxy statement to be distributed to holders of Artius’s
ordinary shares in connection with Artius’s solicitation of proxies
for the vote by Artius’s 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’s shareholders and Origin
Materials’ stockholders in connection with the proposed
transaction. 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
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’s 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’s 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’s 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’s
shareholders in connection with the proposed business combination.
Information about Artius’s directors and executive officers and
their ownership of Artius’s 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210527005905/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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