Ginkgo to acquire Bayer's 175,000-square-foot
Biologics R&D center and enter into a new multi-year platform
collaboration with Bayer to advance several agricultural biological
programs
BOSTON, July 25,
2022 /PRNewswire/ -- Ginkgo Bioworks (NYSE:
DNA), the leading horizontal platform for cell programming, today
announced the signing of a definitive agreement for the previously
announced transaction with Bayer to expand Ginkgo's platform
capabilities in agricultural biologicals. These capabilities will
be built pursuant to a transaction in which Ginkgo will acquire
Bayer's 175,000-square-foot West Sacramento Biologics Research
& Development site, team, and internal discovery and lead
optimization platform for approximately $83.0 million in consideration. The proposed
transaction is projected to close in the fourth quarter of 2022,
subject to regulatory approvals and customary closing conditions.
Ginkgo will also integrate the R&D platform assets from
Joyn Bio, a joint-venture between
Ginkgo and Leaps by Bayer formed in 2017.
While chemical and plant trait products are currently the
dominant offerings on the market to improve crop performance,
agricultural biologicals are a rapidly growing category of
solutions that have the potential to offer tremendous
sustainability and performance benefits. Bayer will be the first
major partner of Ginkgo's expanded agricultural biologicals
platform, entering into a new collaboration focused on the
advancement of Joyn's marquee nitrogen fixation program, as well as
new programs in areas such as crop protection and carbon
sequestration.
As part of a three-year strategic partnership, Ginkgo will
provide research services to Bayer in the field of agricultural
biologicals with the potential to earn downstream value in the form
of royalties on net sales from products developed under the
partnership. As previously disclosed, it is expected that the
cash proceeds from this collaboration with Bayer will significantly
offset the operating expenses acquired through the
transaction. In addition to this collaboration with Bayer,
Ginkgo expects to engage with other customers in supporting the
development of their agricultural biological programs.
"To ensure sustainable food security for an ever growing
population, we need to invest in biological solutions," said
Jason Kelly, CEO and co-founder of
Ginkgo Bioworks. "By acquiring one of the premier R&D sites for
agricultural biologicals worldwide and partnering with the
best-in-class teams at Bayer and Joyn, we are demonstrating our
commitment to developing breakthrough products for growers around
the world. We are excited to be able to make this platform
accessible to innovative companies and teams who may otherwise not
have the resources or expertise to develop these capabilities in
house."
"Through this strategic research partnership with Ginkgo and by
tapping into the open innovation ecosystem, Bayer is accelerating
innovation in our biologicals pipeline and continuing to lead in
the development of effective and reliable solutions," said
Bob Reiter, Head of R&D for
Bayer's Crop Science Division. "Agricultural biologicals have the
potential to boost crop yields while simultaneously offering
environmental benefits to growers, and Ginkgo's technologies will
help to deliver on biologicals' potential."
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.
Forward-Looking Statements of Ginkgo
Bioworks
This press release contains certain
forward-looking statements within the meaning of the federal
securities laws, including statements regarding Ginkgo's
expectations regarding its ability to expand its platform
capabilities in agricultural biologicals through the
transaction, the expected timeline, potential outcomes and expected
benefits of the transaction, Bayer's role as Ginkgo's
first major partner in its expanded agricultural biologicals
platform, the terms and scope of Ginkgo's ongoing
collaboration with Bayer and its expectations with
respect to the collaboration, and Ginkgo's expectations with
respect to its ability to engage with other customers and partners
through its agricultural biologicals platform. These
forward-looking statements generally are identified by the words
"believe," "can," "project," "potential," "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 effect of Ginkgo's business
combination with Soaring Eagle Acquisition Corp. ("Soaring Eagle")
on Ginkgo's business relationships, performance, and business
generally, (ii) risks that the business combination disrupts
current plans of Ginkgo and potential difficulties in Ginkgo's
employee retention, (iii) the outcome of any legal proceedings that
may be instituted against Ginkgo related to its business
combination with Soaring Eagle, (iv) volatility in the
price of Ginkgo's securities now that it is a public company due to
a variety of factors, including changes in the competitive and
highly regulated industries in which Ginkgo operates and plans to
operate, variations in performance across competitors, changes in
laws and regulations affecting Ginkgo's business and changes in the
combined capital structure, (v) the ability to
implement business plans, forecasts, and other expectations after
the completion of the business combination, and identify and
realize additional opportunities, (vi) the risk of
downturns in demand for products using synthetic biology, (vii) the
unpredictability of the duration of the COVID-19 pandemic and the
demand for COVID-19 testing and the commercial viability of
Ginkgo's COVID-19 testing business, (viii) changes to the
biosecurity industry, including due to advancements in
technology, emerging competition and evolution in industry demands,
standards and regulations; (ix) the risk that the proposed
transaction may not be completed in a timely manner or at all;
(x) the failure to satisfy any of the conditions to
the consummation of the proposed transaction; (xi) the
risk that any regulatory approval that may be required for the
proposed transaction is delayed, is not obtained or is obtained
subject to conditions that are not anticipated; (xii)
the occurrence of any event, change or other circumstance that
could give rise to the termination of the proposed transaction;
(xiii) Ginkgo's ability to effectively
integrate Bayer's existing Research & Development
site, team and platform and its ability to integrate the R&D
platform assets from Joyn Bio; (xiv) the
risk that operating costs, customer loss and business disruption
(including, without limitation, difficulties in maintaining
relationships with employees, customers and suppliers) may be
greater than expected, (xv) the assumption of
unexpected risks and liabilities; and (xvi) the
diversion of and attention of management on transaction-related
issues. 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 Ginkgo's
quarterly report on Form 10-Q filed with the U.S. Securities and
Exchange Commission (the "SEC") on May 16,
2022 and other documents filed by Ginkgo from time to time
with the SEC. These filings identify and address other important
risks and uncertainties that could cause actual events and results
to differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date
they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and Ginkgo assumes no obligation and
does not intend to update or revise these forward-looking
statements, whether as a result of new information, future events,
or otherwise. Ginkgo does not give any assurance that it will
achieve its expectations.
GINKGO BIOWORKS INVESTOR
CONTACT:
investors@ginkgobioworks.com
GINKGO BIOWORKS MEDIA
CONTACT:
press@ginkgobioworks.com
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