telecom, advertising, and finance), cell programming has the potential to impact every physical goods industry (including therapeutics, food, agriculture, chemicals, and electronics). Ginkgo programs living cells for customers in any industry, so they can realize the potential of biology to grow more sustainable and innovative products.
Ginkgo’s founders have been working together for nearly twenty years since they first met at MIT. They launched Ginkgo in 2008 with the consistent goal of developing a platform that makes cell programming easier for their customers and partners. Ginkgo’s platform leverages advanced robotic automation, proprietary software, and data analytics to continuously improve the technology (“Foundry”) as well as the knowledge and re-usable biological assets (“Codebase”) required to engineer biology. Ginkgo has built a scalable engineering and data platform by integrating a spectrum of innovative life sciences tools into their Foundry, and has amassed a large, flexible, and diverse biological Codebase to facilitate innovation across a wide breadth of applications.
“The magic of biology is that cells run on digital code similar to a computer, except that instead of 0s and 1s it’s As, Ts, Cs, and Gs,” said Jason Kelly, co-founder and CEO of Ginkgo Bioworks, Inc. “Ginkgo’s platform makes it easier to program this code, and we are making this platform available to organizations working to solve our most pressing problems. From mRNA vaccines reaching people’s arms to combating climate change, the opportunity to work with programmed cells has never been more apparent. We are thrilled to partner with Arie as well as the team at Soaring Eagle to bring this vision to life.”
In connection with the closing of the transaction, Soaring Eagle intends to change its name to Ginkgo Bioworks Holdings, Inc., change its jurisdiction of formation to Delaware and list under a new ticker symbol.
The transaction implies a pre-money equity valuation for Ginkgo of $15.0 billion, and is expected to provide up to $2.5 billion of gross cash proceeds. Gross proceeds include Soaring Eagle’s $1.725 billion of cash in trust (subject to any redemptions by Soaring Eagle’s public shareholders) and $775 million in proceeds from a 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 Dr. Arie Belldegrun. Dr. Belldegrun is a leader in the field of cell and gene therapy and founder of Kite Pharma and Allogene Therapeutics. Both co-sponsors are also investing in the PIPE. The PIPE is being led by Baillie Gifford, Putnam Investments, and funds and accounts managed by Counterpoint Global (Morgan Stanley Investment Management) and with additional participation from new and existing investors including accounts advised by ARK Investment Management LLC, ArrowMark Partners, Bain Capital Public Equity, Berkshire Partners, Cascade Investment, Casdin Capital, Franklin Advisers, funds and accounts advised by T. Rowe Price Associates, Inc., and Viking Global Investors.