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Planned transaction expands Ginkgo's horizontal platform capabilities to support agricultural biologicals R&D from discovery through formulation and early field trials and will offer services to customers of all sizes in the agriculture industry
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Under the proposed transaction, Ginkgo to acquire Bayer's West Sacramento agricultural biologicals site and team, adding a 175,000-square-foot R&D facility with pilot scale fermentation, formulation, and greenhouse facilities, along with access to Bayer's large agricultural strain collection
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Joyn Bio, the joint-venture between Ginkgo and Leaps by Bayer formed in 2017, to be integrated into the parent companies, with the core technology platform becoming part of Ginkgo's platform and key products being advanced by Bayer in a new collaboration
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Bayer to be an anchor customer of Ginkgo's agricultural biologicals offering, signing a follow-on multi-year platform collaboration deal to enable continued development of Joyn Bio's flagship nitrogen fixation program and launching new programs in fields including next-generation crop protection and carbon sequestration
BOSTON, April 22, 2022 /PRNewswire/ -- Ginkgo Bioworks (NYSE: DNA), the leading horizontal platform for cell programming, today announced plans to significantly expand its platform capabilities in agricultural biologicals, from discovery to field. These capabilities will be built through a series of transactions, 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 as well as integrate the R&D platform assets from Joyn Bio, a joint-venture between Ginkgo and Leaps by Bayer formed in 2017. Bayer will be the anchor agricultural customer of Ginkgo's expanded platform, entering into a significant new multi-year collaboration which will focus on the advancement of Joyn's marquee nitrogen fixation program, as well as new programs in areas such as crop protection and carbon sequestration. While Ginkgo will continue to evaluate the operating expenditures required to launch and scale its expanded agricultural capabilities following these transactions, it is expected that the cash proceeds from this multi-year collaboration with Bayer may significantly offset such anticipated expenditures. The proposed transactions are projected to close before the end of 2022, pending the finalization of definitive agreements and subject to regulatory approvals.
Agricultural biologicals are a rapidly growing category of solutions that offer tremendous sustainability and performance benefits. Against the backdrop of rising fertilizer costs and novel pest and disease threats, growers are calling for new agriculture solutions that can increase yields while decreasing their environmental footprint. While chemical and plant trait solutions have long been the dominant solutions on the market, demand for biologicals has increased dramatically.
"Bayer, Ginkgo, and Joyn share a common vision, which is to enable biological products to be a critical part of the solution to the world's greatest agricultural and environmental challenges," said Jason Kelly, CEO and cofounder of Ginkgo Bioworks. "We are incredibly impressed by the success of the Joyn team and the deep expertise of Bayer's West Sacramento R&D team, and are thrilled to have them join Ginkgo as we build deep end-to-end capabilities in ag biologicals on top of our large scale horizontal platform. We believe we're bringing together the most innovative minds in agriculture with the experience of a team that has brought several effective biological products to market for Bayer - opening this platform up to the world has the potential to truly revolutionize the field."
Bayer has long been committed to expanding its product offerings to benefit growers around the world. In recent years, the company has made a strategic decision to focus on becoming the preferred research, development and commercial partner in the biologicals segment, while leveraging an "open innovation" model to be able to partner broadly with disruptive discovery companies. Through this agreement, Bayer is committing to a significant multi-year collaboration, advancing multiple programs including a marquee nitrogen fixation program as well as a suite of other programs in areas such as next-generation crop protection and carbon sequestration.
"Biological solutions will play a critical role in the agricultural innovation ecosystem, and we see tremendous opportunity for biologicals to add even more value for agriculture in the future because they are effective, and offer environmental benefits that producers want," said Bob Reiter, Head of R&D for Bayer Crop Science. "Bayer is moving to strengthen its product development and commercial positioning through strategic research partnerships for new product development, and we are excited to deepen our relationship with Ginkgo, which we expect to be a key partner for many years to come."
Over the last five years, Joyn has developed a new class of microbial solutions in partnership with Bayer and Ginkgo. Through this transaction, Joyn's product concepts will be advanced by Bayer, with a particular focus on its nitrogen fixation program, while the platform assets and supporting team members will be integrated into Ginkgo as the company expands its support for agricultural biologicals. Ginkgo will also offer these capabilities to a wide variety of customers in agriculture as it expects to provide a full stack of services in this field, allowing companies of all sizes to access best-in-class lab-to-field translation expertise, greenhouse capacity, formulation capabilities, and pilot fermentation.
"With support from Ginkgo and Bayer, Joyn Bio has made groundbreaking discoveries across a number of programs that will be foundational for future work in biologicals," said Michael Miille, CEO of Joyn Bio. "We are excited to take this platform to the next stage, with Bayer advancing key programs to the next level and working with Ginkgo to open our capabilities up to a broader set of commercial partners."
The parties expect to sign a definitive agreement and proceed toward an efficient close, supported by ongoing integration planning efforts. More details and updates will be provided when available.
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.
About Bayer
Bayer is a global enterprise with core competencies in the life science fields of health care and nutrition. Its products and services are designed to help people and planet thrive by supporting efforts to master the major challenges presented by a growing and aging global population. Bayer is committed to drive sustainable development and generate a positive impact with its businesses. At the same time, the Group aims to increase its earning power and create value through innovation and growth. The Bayer brand stands for trust, reliability and quality throughout the world. In fiscal 2021, the Group employed around 100,000 people and had sales of 44.1 billion euros. R&D expenses before special items amounted to 5.3 billion euros. For more information, go to www.bayer.com.
About Joyn Bio
Joyn Bio is bringing synthetic biology to agriculture for better ways to feed the world. A joint venture between Leaps by Bayer and Ginkgo Bioworks, Joyn engineers microbes to improve naturally occurring processes like nitrogen fixation, bringing growers more reliable solutions for crop protection and nutrition and reducing environmental impact. Joyn Bio brings together leading scientists with diverse backgrounds at its two sites in Boston, Massachusetts and Woodland, California. For more information, visit www.joynbio.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 that the transaction will close before the end of 2022, the potential success, including the potential impact to Ginkgo's future operating expenditures, and objectives of the partnership and Ginkgo's cell programming 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 our COVID-19 testing business, and (viii) changes to the biosecurity industry, including due to advancements in technology, emerging competition and evolution in industry demands, standards and regulations. 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 annual report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") on March 29, 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:
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