NEW YORK – Ginkgo Bioworks said on Monday that it has entered into a definitive agreement to acquire Zymergen in an all-stock deal.
Under the terms of the agreement, which have been approved by the boards of both companies, Zymergen stockholders will receive .9179 shares of Ginkgo's Class A common stock for each Zymergen share. The deal values Zymergen at approximately $300 million, the firms said, and would provide Zymergen shareholders about 5.25 percent pro forma ownership of Ginkgo.
In a statement, Ginkgo said Zymergen was its largest acquisition to date. "We are thrilled to integrate Zymergen's capabilities into our foundry, which we expect to accelerate the growth of our platform as we continue to deliver on our mission to make biology easier to engineer for our customers, helping us drive down the costs of cell programming as we invest in scale," Ginkgo Cofounder and CEO Jason Kelly said in a statement. "We can't wait to welcome Zymergen's technical teams, who will support our scaling objectives."
Ginkgo expects to complete the transaction by the first quarter of 2023, subject to approval by Zymergen's stockholders and regulatory bodies.
In Monday morning trading on the Nasdaq, shares of Zymergen were up 16 percent at $2.32 and shares of Ginkgo were down nearly 7 percent at $2.72.
Ginkgo plans to integrate Zymergen's core automation and software technologies for scaling strain engineering capacity into its foundry, including machine learning and data science tools for exploring genetic design space.
Allen & Company is serving as financial advisor to Ginkgo and Ropes & Gray as legal advisor.
Cowen is serving as financial advisor to Zymergen and Freshfields Bruckhaus Deringer as legal advisor.
Separately, Ginkgo said it signed a definitive agreement to acquire Bayer's West Sacramento, California-based biologics research and development site for $83 million, a deal that is expected to close in the fourth quarter. It also entered a three-year partnership with Bayer under which it will provide research services in the area of agricultural biologicals with the potential to earn royalties on sales of products developed under the partnership.
In a regulatory filing, Ginkgo said it may use shares of its Class A common stock as part of the deal. Ginkgo will also integrate the R&D assets from Joyn Bio, a joint venture between Ginkgo and Leaps by Bayer that was launched in 2017.