NEW YORK – Ginkgo Bioworks said on Tuesday that it has entered an agreement to merge with Soaring Eagle Acquisition, a special purpose acquisition company, or SPAC, with the purpose of becoming a publicly traded company on the Nasdaq Global Market.
Upon completion of the transaction, which is expected in the third quarter, Soaring Eagle will be renamed Ginkgo Bioworks Holdings, and its common stock will be listed on the Nasdaq under a new ticker symbol.
The transaction implies a $15.0 billion pre-money equity valuation for Ginkgo and is expected to provide up to $2.5 billion of gross cash proceeds. This will include Soaring Eagle's $1.73 billion of cash in trust and $775 million in proceeds from a private investment in public equity, or PIPE, transaction priced at $10.00 per share of Class A common stock of Soaring Eagle, to be funded immediately prior to the closing of the transaction.
Eagle Equity Partners is co-sponsoring the transaction with Bellco Capital, led by Arie Belldegrun, founder of Kite Pharma and Allogene Therapeutics. Both co-sponsors are also investing in the PIPE, which is being led by Baillie Gifford, Putnam Investments, and funds and accounts managed by Counterpoint Global. New and existing investors, including accounts advised by ARK Investment Management, ArrowMark Partners, Bain Capital Public Equity, Berkshire Partners, Cascade Investment, Casdin Capital, Franklin Advisers, funds and accounts advised by T. Rowe Price Associates, and Viking Global Investors are also participating in the PIPE.
Ginkgo offers customers a cell engineering platform to conduct cell programming R&D at scale. The company earns usage-based revenues for this work as well as value share in the form of royalties from products that go to market or equity in the partner company. Ginkgo said the capital raised in this transaction will be used to significantly increase the scale of its platform and accelerate the number of new programs launched on the platform every year.
Recently, the company has also partnered with various clinical laboratories to offer SARS-CoV-2 testing in schools.
Jason Kelly, Ginkgo's cofounder and CEO, and Reshma Shetty, the firm's cofounder, president, and chief operating officer, will remain in their current posts. The company will also retain the rest of its founding team, including Barry Canton, chief technology officer; Austin Che, head of strategy; and DNA hacker Tom Knight. The board of directors will also now include Belldegrun, as well as former Bayer and Thermo Fisher Scientific CEO Marijn Dekkers, Pacific Biosciences CEO Christian Henry, Shyam Sankar, Palantir's chief operating officer, and Eagle Equity Partners CEO Harry Sloan.
The boards of directors of the two merging companies have approved the transaction, and the deal now requires approval of the stockholders as well as certain regulatory approvals.
Allen & Company and Morgan Stanley are acting as financial advisers, and Latham & Watkins is acting as legal adviser to Ginkgo. Wachtell, Lipton, Rosen & Katz is acting as legal adviser to Ginkgo with respect to certain corporate governance matters. Goldman Sachs is acting as financial adviser and White & Case is acting as legal adviser to Soaring Eagle. Goldman Sachs, Morgan Stanley, and Allen & Company served as placement agents for Soaring Eagle on the PIPE transaction.
SPACs are among the latest trends to hit the public markets and the scientific world as companies seek to go public more quickly and avoid some of the disadvantages of a traditional initial public offering of stock. Last month, for example, LumiraDx went public through SPAC CA Healthcare Acquisition.